BUSINESS ORGANIZATIONS CODE
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TITLE 1. GENERAL PROVISIONS
CHAPTER 1.
DEFINITIONS AND OTHER GENERAL PROVISIONS
SUBCHAPTER A. DEFINITIONS AND PURPOSE
Sec. 1.001. PURPOSE
Sec. 1.002. DEFINITIONS
Sec. 1.003. DISINTERESTED PERSON
Sec. 1.004. INDEPENDENT PERSON
Sec. 1.005. CONSPICUOUS INFORMATION
Sec. 1.006. SYNONYMOUS TERMS
Sec. 1.007. SIGNING OF DOCUMENT OR OTHER WRITING
Sec. 1.008. SHORT TITLES
Sec. 1.009. DOLLARS AS MONETARY UNITS
SUBCHAPTER B. CODE CONSTRUCTION
Sec. 1.051. CONSTRUCTION OF CODE
Sec. 1.052. REFERENCE IN LAW TO STATUTE REVISED BY CODE
Sec. 1.053. APPLICABILITY TO FOREIGN AND INTERSTATE AFFAIRS
Sec. 1.054. RESERVATION OF POWER
Sec. 1.055. DOCTRINE OF INDEPENDENT LEGAL SIGNIFICANCE
Sec. 1.056. LAWS GOVERNING FORMATION, INTERNAL AFFAIRS, AND GOVERNANCE OF DOMESTIC ENTITY
Sec. 1.056. REFERENCES IN CODE TO CERTAIN DISTRICT COURTS INCLUDES BUSINESS COURTS
Sec. 1.057. LAWS GOVERNING FORMATION, INTERNAL AFFAIRS, AND GOVERNANCE OF DOMESTIC ENTITY
SUBCHAPTER C. DETERMINATION OF APPLICABLE LAW
Sec. 1.101. DOMESTIC FILING ENTITIES
Sec. 1.102. FOREIGN FILING ENTITIES
Sec. 1.103. ENTITIES NOT FORMED BY FILING INSTRUMENT
Sec. 1.104. LAW APPLICABLE TO LIABILITY
Sec. 1.105. INTERNAL AFFAIRS
Sec. 1.106. ORDER OF PRECEDENCE
CHAPTER 2.
PURPOSES AND POWER OF DOMESTIC ENTITY
SUBCHAPTER A. PURPOSES OF DOMESTIC ENTITY
Sec. 2.001. GENERAL SCOPE OF PERMISSIBLE PURPOSES
Sec. 2.002. PURPOSES OF NONPROFIT ENTITY
Sec. 2.003. GENERAL PROHIBITED PURPOSES
Sec. 2.004. LIMITATION ON PURPOSES OF PROFESSIONAL ENTITY
Sec. 2.005. LIMITATION IN GOVERNING DOCUMENTS
Sec. 2.007. ADDITIONAL PROHIBITED ACTIVITIES OF FOR-PROFIT CORPORATION
Sec. 2.008. NONPROFIT CORPORATIONS
Sec. 2.009. PERMISSIBLE PURPOSE OF NONPROFIT CORPORATION RELATED TO ORGANIZED LABOR
Sec. 2.010. PROHIBITED ACTIVITIES OF NONPROFIT CORPORATION
Sec. 2.011. PURPOSES OF COOPERATIVE ASSOCIATION
Sec. 2.012. LIMITATION ON PURPOSES OF REAL ESTATE INVESTMENT TRUST
SUBCHAPTER B. POWERS OF DOMESTIC ENTITY
Sec. 2.101. GENERAL POWERS
Sec. 2.102. ADDITIONAL POWERS OF NONPROFIT ENTITY OR INSTITUTION
Sec. 2.103. POWER TO INCUR INDEBTEDNESS
Sec. 2.104. POWER TO MAKE GUARANTIES
Sec. 2.105. ADDITIONAL POWERS OF CERTAIN PIPELINE BUSINESSES
Sec. 2.106. POWER OF NONPROFIT CORPORATION TO SERVE AS TRUSTEE
Sec. 2.107. STANDARD TAX PROVISIONS FOR CERTAIN CHARITABLE NONPROFIT CORPORATIONS; POWER TO EXCLUDE
Sec. 2.108. POWERS OF PROFESSIONAL ASSOCIATION
Sec. 2.109. POWERS OF PROFESSIONAL CORPORATION
Sec. 2.110. POWERS OF COOPERATIVE ASSOCIATION
Sec. 2.111. LIMITATION ON POWERS OF COOPERATIVE ASSOCIATION
Sec. 2.112. STATED POWERS IN SUBCHAPTER SUFFICIENT
Sec. 2.113. LIMITATION ON POWERS
Sec. 2.114. CERTIFICATED INDEBTEDNESS; MANNER OF ISSUANCE; SIGNATURE AND SEAL
Sec. 2.115. CHOICE OF FORUM PROVISIONS
Sec. 2.116. WAIVER OF TRIAL BY JURY
CHAPTER 3.
FORMATION AND GOVERNANCE
SUBCHAPTER A. FORMATION, EXISTENCE, AND CERTIFICATE OF FORMATION
Sec. 3.001. FORMATION AND EXISTENCE OF FILING ENTITIES
Sec. 3.002. FORMATION AND EXISTENCE OF NONFILING ENTITIES
Sec. 3.003. DURATION
Sec. 3.004. ORGANIZERS
Sec. 3.005. CERTIFICATE OF FORMATION
Sec. 3.006. FILINGS IN CASE OF MERGER OR CONVERSION
Sec. 3.007. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF FOR-PROFIT OR PROFESSIONAL CORPORATION
Sec. 3.008. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF CLOSE CORPORATION
Sec. 3.009. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF NONPROFIT CORPORATION
Sec. 3.010. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF LIMITED LIABILITY COMPANY
Sec. 3.011. SUPPLEMENTAL PROVISIONS REGARDING CERTIFICATE OF FORMATION OF LIMITED PARTNERSHIP
Sec. 3.012. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF REAL ESTATE INVESTMENT TRUST
Sec. 3.013. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF COOPERATIVE ASSOCIATION
Sec. 3.014. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF PROFESSIONAL ENTITY
Sec. 3.015. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF PROFESSIONAL ASSOCIATION
SUBCHAPTER B. AMENDMENTS AND RESTATEMENTS OF CERTIFICATE OF FORMATION
Sec. 3.051. RIGHT TO AMEND CERTIFICATE OF FORMATION
Sec. 3.052. PROCEDURES TO AMEND CERTIFICATE OF FORMATION
Sec. 3.053. CERTIFICATE OF AMENDMENT
Sec. 3.054. EXECUTION OF CERTIFICATE OF AMENDMENT OF FOR-PROFIT CORPORATION
Sec. 3.055. SUPPLEMENTAL PROVISIONS FOR CERTIFICATE OF AMENDMENT OF REAL ESTATE INVESTMENT TRUST
Sec. 3.056. EFFECT OF FILING OF CERTIFICATE OF AMENDMENT
Sec. 3.057. RIGHT TO RESTATE CERTIFICATE OF FORMATION
Sec. 3.058. PROCEDURES TO RESTATE CERTIFICATE OF FORMATION
Sec. 3.059. RESTATED CERTIFICATE OF FORMATION
Sec. 3.060. SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR FOR-PROFIT CORPORATION OR PROFESSIONAL CORPORATION
Sec. 3.061. SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR NONPROFIT CORPORATION
Sec. 3.0611. SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR LIMITED LIABILITY COMPANY
Sec. 3.062. SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR REAL ESTATE INVESTMENT TRUST
Sec. 3.063. EFFECT OF FILING OF RESTATED CERTIFICATE OF FORMATION
SUBCHAPTER C. GOVERNING PERSONS AND OFFICERS
Sec. 3.101. GOVERNING AUTHORITY
Sec. 3.102. RIGHTS OF GOVERNING PERSONS IN CERTAIN CASES
Sec. 3.103. OFFICERS
Sec. 3.104. REMOVAL OF OFFICERS
Sec. 3.105. RIGHTS OF OFFICERS IN CERTAIN CASES
Sec. 3.106. AUTHORIZATION OF PLANS, AGREEMENTS, INSTRUMENTS, AND OTHER DOCUMENTS
SUBCHAPTER D. RECORDKEEPING OF FILING ENTITIES
Sec. 3.151. BOOKS AND RECORDS FOR ALL FILING ENTITIES
Sec. 3.152. GOVERNING PERSON'S RIGHT OF INSPECTION
Sec. 3.153. RIGHT OF EXAMINATION BY OWNER OR MEMBER
SUBCHAPTER E. CERTIFICATES REPRESENTING OWNERSHIP INTEREST
Sec. 3.201. CERTIFICATED OR UNCERTIFICATED OWNERSHIP INTEREST; APPLICABILITY
Sec. 3.202. FORM AND VALIDITY OF CERTIFICATES; ENFORCEMENT OF ENTITY'S RIGHTS
Sec. 3.203. SIGNATURE REQUIREMENT
Sec. 3.204. DELIVERY REQUIREMENT
Sec. 3.205. NOTICE FOR UNCERTIFICATED OWNERSHIP INTEREST
SUBCHAPTER F. EMERGENCY GOVERNANCE
Sec. 3.251. DEFINITIONS
Sec. 3.252. PROVISIONS IN GOVERNING DOCUMENTS
Sec. 3.2535. ACTIONS DURING EMERGENCY PERIOD
Sec. 3.255. EFFECT OF EMERGENCY ACTION
CHAPTER 4.
FILINGS
SUBCHAPTER A. GENERAL PROVISIONS
Sec. 4.001. SIGNATURE AND DELIVERY
Sec. 4.002. ACTION BY SECRETARY OF STATE
Sec. 4.003. FILING OR ISSUANCE OF REPRODUCTION OR FACSIMILE
Sec. 4.004. TIME FOR FILING
Sec. 4.005. CERTIFICATES AND CERTIFIED COPIES
Sec. 4.006. FORMS ADOPTED BY SECRETARY OF STATE
Sec. 4.007. LIABILITY FOR FALSE FILING INSTRUMENTS
Sec. 4.008. OFFENSE; PENALTY
Sec. 4.009. FILINGS BY REAL ESTATE INVESTMENT TRUST
SUBCHAPTER B. WHEN FILINGS TAKE EFFECT
Sec. 4.051. GENERAL RULE
Sec. 4.052. DELAYED EFFECTIVENESS OF CERTAIN FILINGS
Sec. 4.053. CONDITIONS FOR DELAYED EFFECTIVENESS
Sec. 4.054. DELAYED EFFECTIVENESS ON FUTURE EVENT OR FACT
Sec. 4.055. STATEMENT OF EVENT OR FACT
Sec. 4.056. FAILURE TO FILE STATEMENT
Sec. 4.057. ABANDONMENT BEFORE EFFECTIVENESS
Sec. 4.058. DELAYED EFFECTIVENESS NOT PERMITTED
Sec. 4.059. ACKNOWLEDGMENT OF FILING WITH DELAYED EFFECTIVENESS
SUBCHAPTER C. CORRECTION AND AMENDMENT
Sec. 4.101. CORRECTION OF FILINGS
Sec. 4.102. LIMITATION ON CORRECTION OF FILINGS
Sec. 4.103. CERTIFICATE OF CORRECTION
Sec. 4.104. FILING CERTIFICATE OF CORRECTION
Sec. 4.105. EFFECT OF CERTIFICATE OF CORRECTION
Sec. 4.106. AMENDMENT OF FILINGS
SUBCHAPTER D. FILING FEES
Sec. 4.151. FILING FEES: ALL ENTITIES
Sec. 4.152. FILING FEES: FOR-PROFIT CORPORATIONS
Sec. 4.153. FILING FEES: NONPROFIT CORPORATIONS
Sec. 4.154. FILING FEES: LIMITED LIABILITY COMPANIES
Sec. 4.155. FILING FEES: LIMITED PARTNERSHIPS
Sec. 4.156. FILING FEES: PROFESSIONAL ASSOCIATIONS
Sec. 4.157. FILING FEES: PROFESSIONAL CORPORATIONS
Sec. 4.158. FILING FEES: GENERAL PARTNERSHIPS
Sec. 4.159. FILING FEES: NONPROFIT ASSOCIATIONS
Sec. 4.160. FILING FEES: FOREIGN FILING ENTITIES
Sec. 4.161. FILING FEES: COOPERATIVE ASSOCIATIONS
Sec. 4.162. FILING FEES: REGISTERED SERIES OF LIMITED LIABILITY COMPANY
CHAPTER 5.
NAMES OF ENTITIES; REGISTERED AGENTS AND REGISTERED OFFICES
SUBCHAPTER A. GENERAL PROVISIONS
Sec. 5.001. EFFECT ON RIGHTS UNDER OTHER LAW
Sec. 5.002. EVIDENCE OF ESTABLISHED RIGHT TO INDISTINGUISHABLE NAME
SUBCHAPTER B. GENERAL PROVISIONS RELATING TO NAMES OF ENTITIES
Sec. 5.051. ASSUMED NAME
Sec. 5.052. UNAUTHORIZED PURPOSE IN NAME PROHIBITED
Sec. 5.053. DISTINGUISHABLE NAMES REQUIRED
Sec. 5.054. NAME OF CORPORATION, FOREIGN CORPORATION, PROFESSIONAL CORPORATION, OR FOREIGN PROFESSIONAL CORPORATION
Sec. 5.055. NAME OF LIMITED PARTNERSHIP OR FOREIGN LIMITED PARTNERSHIP
Sec. 5.056. NAME OF LIMITED LIABILITY COMPANY OR FOREIGN LIMITED LIABILITY COMPANY
Sec. 5.0561. NAME OF REGISTERED SERIES OF LIMITED LIABILITY COMPANY
Sec. 5.057. NAME OF COOPERATIVE ASSOCIATION OR FOREIGN COOPERATIVE ASSOCIATION
Sec. 5.058. NAME OF PROFESSIONAL ASSOCIATION OR FOREIGN PROFESSIONAL ASSOCIATION
Sec. 5.059. NAME OF PROFESSIONAL LIMITED LIABILITY COMPANY OR FOREIGN PROFESSIONAL LIMITED LIABILITY COMPANY
Sec. 5.060. NAME OF PROFESSIONAL ENTITY OR FOREIGN PROFESSIONAL ENTITY; CONFLICTS WITH OTHER LAW OR ETHICAL RULE
Sec. 5.061. NAME CONTAINING "LOTTO" OR "LOTTERY" PROHIBITED
Sec. 5.062. VETERANS ORGANIZATIONS; UNAUTHORIZED USE OF NAME
Sec. 5.063. NAME OF LIMITED LIABILITY PARTNERSHIP
Sec. 5.064. NAME FALSELY IMPLYING GOVERNMENTAL AFFILIATION PROHIBITED
Sec. 5.065. FALSE IMPLICATION OF GOVERNMENTAL AFFILIATION; AUTHORITY OF SECRETARY OF STATE AND ATTORNEY GENERAL
SUBCHAPTER C. RESERVATION OF NAMES
Sec. 5.101. APPLICATION FOR RESERVATION OF NAME
Sec. 5.102. LIMITATION ON THE RESERVATION OF CERTAIN NAMES
Sec. 5.103. ACTION ON APPLICATION
Sec. 5.104. DURATION OF RESERVATION OF NAME
Sec. 5.1041. PROHIBITION ON FEE FOR WITHDRAWAL OF RESERVATION OF NAME
Sec. 5.105. RENEWAL OF RESERVATION
Sec. 5.106. TRANSFER OF RESERVATION OF NAME
SUBCHAPTER D. REGISTRATION OF NAMES
Sec. 5.151. APPLICATION BY CERTAIN ENTITIES FOR REGISTRATION OF NAME
Sec. 5.152. APPLICATION FOR REGISTRATION OF NAME
Sec. 5.153. LIMITATION ON THE REGISTRATION OF CERTAIN NAMES
Sec. 5.154. DURATION OF REGISTRATION OF NAME
Sec. 5.155. RENEWAL OF REGISTRATION
SUBCHAPTER E. REGISTERED AGENTS AND REGISTERED OFFICES
Sec. 5.200. DEFINITIONS
Sec. 5.201. DESIGNATION AND MAINTENANCE OF REGISTERED AGENT AND REGISTERED OFFICE
Sec. 5.2011. CONSENT TO SERVE AS REGISTERED AGENT
Sec. 5.202. CHANGE BY ENTITY TO REGISTERED OFFICE OR REGISTERED AGENT
Sec. 5.203. CHANGE BY REGISTERED AGENT TO NAME OR ADDRESS OF REGISTERED OFFICE
Sec. 5.204. RESIGNATION OF REGISTERED AGENT
Sec. 5.205. REJECTION OF APPOINTMENT
Sec. 5.206. DUTIES OF REGISTERED AGENT
Sec. 5.207. DESIGNATION OF REGISTERED AGENT WITHOUT CONSENT; PENALTIES AND LIABILITIES
Sec. 5.208. IMMUNITY FROM LIABILITY
SUBCHAPTER F. SERVICE OF PROCESS ON ENTITY
Sec. 5.251. FAILURE TO DESIGNATE REGISTERED AGENT
Sec. 5.252. SERVICE ON SECRETARY OF STATE
Sec. 5.253. ACTION BY SECRETARY OF STATE
Sec. 5.254. REQUIRED RECORDS OF SECRETARY OF STATE
Sec. 5.255. AGENT FOR SERVICE OF PROCESS, NOTICE, OR DEMAND AS MATTER OF LAW
Sec. 5.256. OTHER MEANS OF SERVICE NOT PRECLUDED
Sec. 5.257. SERVICE OF PROCESS BY POLITICAL SUBDIVISION
SUBCHAPTER F-1. SERVICE OF PROCESS ON SERIES OF LIMITED LIABILITY COMPANY OR FOREIGN ENTITY
Sec. 5.301. APPLICABILITY OF SUBCHAPTER
Sec. 5.302. AGENT FOR SERIES
Sec. 5.303. DUTIES OF REGISTERED AGENT
Sec. 5.304. SERVICE ON SECRETARY OF STATE
Sec. 5.305. SERVICE ON GOVERNING PERSONS
Sec. 5.306. SERVICE OF PROCESS BY POLITICAL SUBDIVISION
CHAPTER 6.
MEETINGS AND VOTING FOR DOMESTIC ENTITIES
SUBCHAPTER A. MEETINGS
Sec. 6.001. LOCATION OF MEETINGS
Sec. 6.002. ALTERNATIVE FORMS OF MEETINGS
Sec. 6.003. PARTICIPATION CONSTITUTES PRESENCE
SUBCHAPTER B. NOTICE OF MEETINGS
Sec. 6.051. GENERAL NOTICE REQUIREMENTS
Sec. 6.052. WAIVER OF NOTICE
Sec. 6.053. EXCEPTION
SUBCHAPTER C. RECORD DATES
Sec. 6.101. RECORD DATE FOR PURPOSE OTHER THAN WRITTEN CONSENT TO ACTION
Sec. 6.102. RECORD DATE FOR WRITTEN CONSENT TO ACTION
Sec. 6.103. RECORD DATE FOR SUSPENDED DISTRIBUTIONS
SUBCHAPTER D. VOTING OF OWNERSHIP INTERESTS
Sec. 6.151. MANNER OF VOTING OF INTERESTS
Sec. 6.152. VOTING OF INTERESTS OWNED BY ENTITY
Sec. 6.153. VOTING OF INTERESTS OWNED BY ANOTHER ENTITY
Sec. 6.154. VOTING OF INTERESTS IN AN ESTATE OR TRUST
Sec. 6.155. VOTING OF INTERESTS BY RECEIVER
Sec. 6.156. VOTING OF PLEDGED INTERESTS
Sec. 6.157. VOTING OF JOINTLY HELD OWNERSHIP INTERESTS
SUBCHAPTER E. ACTION BY WRITTEN CONSENT
Sec. 6.201. UNANIMOUS WRITTEN CONSENT TO ACTION
Sec. 6.202. ACTION BY LESS THAN UNANIMOUS WRITTEN CONSENT
Sec. 6.203. DELIVERY OF LESS THAN UNANIMOUS WRITTEN CONSENT
Sec. 6.204. ADVANCE NOTICE NOT REQUIRED
Sec. 6.205. REPRODUCTION OR ELECTRONIC TRANSMISSION OF CONSENT
SUBCHAPTER F. VOTING TRUSTS AND VOTING AGREEMENTS
Sec. 6.251. VOTING TRUSTS
Sec. 6.252. VOTING AGREEMENTS
SUBCHAPTER G. APPLICABILITY OF CHAPTER
Sec. 6.301. APPLICABILITY OF CHAPTER TO PARTNERSHIPS
Sec. 6.302. APPLICABILITY OF SUBCHAPTERS C AND D TO LIMITED LIABILITY COMPANIES
CHAPTER 6A.
PROXY ADVISORY SERVICES
SUBCHAPTER A. GENERAL PROVISIONS
Sec. 6A.001. DEFINITIONS
SUBCHAPTER B. DISCLOSURE REQUIREMENTS FOR PROXY ADVISORS
Sec. 6A.101. DISCLOSURE OF NONFINANCIAL PROXY VOTING SERVICES TO PREVENT FRAUD OR DECEIT
Sec. 6A.102. DISCLOSURES IF PROVIDING CONFLICTING VOTER ADVICE OR RECOMMENDATIONS
SUBCHAPTER C. ENFORCEMENT
Sec. 6A.201. DECEPTIVE TRADE PRACTICE
Sec. 6A.202. DECLARATORY JUDGMENT OR INJUNCTIVE RELIEF
CHAPTER 7.
LIABILITY
Sec. 7.001. LIMITATION OF LIABILITY OF MANAGERIAL OFFICIAL
CHAPTER 8.
INDEMNIFICATION AND INSURANCE
SUBCHAPTER A. GENERAL PROVISIONS
Sec. 8.001. DEFINITIONS
Sec. 8.002. APPLICATION OF CHAPTER
Sec. 8.003. LIMITATIONS IN GOVERNING DOCUMENTS
Sec. 8.004. LIMITATIONS IN CHAPTER
Sec. 8.005. INDEMNIFICATION AGAINST NEGLIGENCE
SUBCHAPTER B. MANDATORY AND COURT-ORDERED INDEMNIFICATION
Sec. 8.051. MANDATORY INDEMNIFICATION
Sec. 8.052. COURT-ORDERED INDEMNIFICATION
SUBCHAPTER C. PERMISSIVE INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
Sec. 8.101. PERMISSIVE INDEMNIFICATION
Sec. 8.102. GENERAL SCOPE OF PERMISSIVE INDEMNIFICATION
Sec. 8.103. MANNER FOR DETERMINING PERMISSIVE INDEMNIFICATION
Sec. 8.104. ADVANCEMENT OF EXPENSES TO PRESENT GOVERNING PERSONS OR DELEGATES
Sec. 8.105. INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO PERSONS OTHER THAN GOVERNING PERSONS
Sec. 8.106. PERMISSIVE INDEMNIFICATION OF AND REIMBURSEMENT OF EXPENSES TO WITNESSES
SUBCHAPTER D. LIABILITY INSURANCE; REPORTING REQUIREMENTS
Sec. 8.151. INSURANCE AND OTHER ARRANGEMENTS
Sec. 8.152. REPORTS OF INDEMNIFICATION AND ADVANCES
CHAPTER 9.
FOREIGN ENTITIES
SUBCHAPTER A. REGISTRATION
Sec. 9.001. FOREIGN ENTITIES REQUIRED TO REGISTER
Sec. 9.002. FOREIGN ENTITIES NOT REQUIRED TO REGISTER
Sec. 9.003. PERMISSIVE REGISTRATION
Sec. 9.004. REGISTRATION PROCEDURE
Sec. 9.005. SUPPLEMENTAL INFORMATION REQUIRED IN APPLICATION FOR REGISTRATION OF FOREIGN LIMITED LIABILITY COMPANY
Sec. 9.006. SUPPLEMENTAL INFORMATION REQUIRED IN APPLICATION FOR REGISTRATION OF FOREIGN NONPROFIT CORPORATION
Sec. 9.007. APPLICATION FOR REGISTRATION OF FOREIGN LIMITED LIABILITY PARTNERSHIP
Sec. 9.008. EFFECT OF REGISTRATION
Sec. 9.009. AMENDMENTS TO REGISTRATION
Sec. 9.010. NAME CHANGE OF FOREIGN FILING ENTITY
Sec. 9.011. VOLUNTARY WITHDRAWAL OF REGISTRATION
Sec. 9.012. AUTOMATIC WITHDRAWAL ON CONVERSION TO DOMESTIC FILING ENTITY
SUBCHAPTER B. FAILURE TO REGISTER
Sec. 9.051. TRANSACTING BUSINESS OR MAINTAINING COURT PROCEEDING WITHOUT REGISTRATION
Sec. 9.052. CIVIL PENALTY
Sec. 9.053. VENUE
Sec. 9.054. LATE FILING FEE
Sec. 9.055. REQUIREMENTS OF OTHER LAW
SUBCHAPTER C. REVOCATION OF REGISTRATION BY SECRETARY OF STATE
Sec. 9.101. REVOCATION OF REGISTRATION BY SECRETARY OF STATE
Sec. 9.102. CERTIFICATE OF REVOCATION
Sec. 9.103. REINSTATEMENT BY SECRETARY OF STATE AFTER REVOCATION
Sec. 9.104. PROCEDURES FOR REINSTATEMENT
Sec. 9.105. USE OF DISTINGUISHABLE NAME REQUIRED
Sec. 9.105. USE OF NAME SIMILAR TO PREVIOUSLY REGISTERED NAME
Sec. 9.106. REINSTATEMENT OF REGISTRATION FOLLOWING TAX FORFEITURE
SUBCHAPTER D. JUDICIAL REVOCATION OF REGISTRATION
Sec. 9.151. REVOCATION OF REGISTRATION BY COURT ACTION
Sec. 9.152. NOTIFICATION OF CAUSE BY SECRETARY OF STATE
Sec. 9.153. FILING OF ACTION BY ATTORNEY GENERAL
Sec. 9.154. CURE BEFORE FINAL JUDGMENT
Sec. 9.155. JUDGMENT REQUIRING REVOCATION
Sec. 9.156. STAY OF JUDGMENT
Sec. 9.157. OPPORTUNITY FOR CURE AFTER AFFIRMATION OF FINDINGS BY APPEALS COURT
Sec. 9.158. JURISDICTION AND VENUE
Sec. 9.159. PROCESS IN STATE ACTION
Sec. 9.160. PUBLICATION OF NOTICE
Sec. 9.161. FILING OF DECREE OF REVOCATION AGAINST FOREIGN FILING ENTITY
Sec. 9.162. APPLICABILITY OF SUBCHAPTER TO FOREIGN LIMITED LIABILITY PARTNERSHIPS
SUBCHAPTER E. BUSINESS, RIGHTS, AND OBLIGATIONS
Sec. 9.201. BUSINESS OF FOREIGN ENTITY
Sec. 9.202. RIGHTS AND PRIVILEGES
Sec. 9.203. OBLIGATIONS AND LIABILITIES
Sec. 9.204. RIGHT OF FOREIGN ENTITY TO PARTICIPATE IN BUSINESS OF CERTAIN DOMESTIC ENTITIES
SUBCHAPTER F. DETERMINATION OF TRANSACTING BUSINESS IN THIS STATE
Sec. 9.251. ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS IN THIS STATE
Sec. 9.252. OTHER ACTIVITIES
SUBCHAPTER G. MISCELLANEOUS PROVISIONS
Sec. 9.301. APPLICABILITY OF CODE TO CERTAIN FOREIGN ENTITIES
CHAPTER 10.
MERGERS, INTEREST EXCHANGES, CONVERSIONS, AND SALES OF ASSETS
SUBCHAPTER A. MERGERS
Sec. 10.001. ADOPTION OF PLAN OF MERGER
Sec. 10.002. PLAN OF MERGER: REQUIRED PROVISIONS
Sec. 10.003. CONTENTS OF PLAN OF MERGER: MORE THAN ONE SUCCESSOR
Sec. 10.004. PLAN OF MERGER: PERMISSIVE PROVISIONS
Sec. 10.005. CREATION OF HOLDING COMPANY BY MERGER
Sec. 10.006. SHORT FORM MERGER
Sec. 10.007. EFFECTIVENESS OF MERGER
Sec. 10.008. EFFECT OF MERGER
Sec. 10.009. SPECIAL PROVISIONS APPLYING TO PARTNERSHIP MERGERS
Sec. 10.010. SPECIAL PROVISIONS APPLYING TO NONPROFIT CORPORATION AND NONPROFIT ASSOCIATION MERGERS
SUBCHAPTER B. EXCHANGES OF INTERESTS
Sec. 10.051. INTEREST EXCHANGES
Sec. 10.052. PLAN OF EXCHANGE: REQUIRED PROVISIONS
Sec. 10.053. PLAN OF EXCHANGE: PERMISSIVE PROVISIONS
Sec. 10.054. EFFECTIVENESS OF EXCHANGE
Sec. 10.055. GENERAL EFFECT OF INTEREST EXCHANGE
Sec. 10.056. SPECIAL PROVISIONS APPLYING TO PARTNERSHIPS
SUBCHAPTER C. CONVERSIONS
Sec. 10.101. CONVERSION OF DOMESTIC ENTITIES
Sec. 10.102. CONVERSION OF NON-CODE ORGANIZATIONS
Sec. 10.1025. CONVERSION AND CONTINUANCE
Sec. 10.103. PLAN OF CONVERSION: REQUIRED PROVISIONS
Sec. 10.104. PLAN OF CONVERSION: PERMISSIVE PROVISIONS
Sec. 10.105. EFFECTIVENESS OF CONVERSION
Sec. 10.106. GENERAL EFFECT OF CONVERSION
Sec. 10.107. SPECIAL PROVISIONS APPLYING TO PARTNERSHIP CONVERSIONS
Sec. 10.108. SPECIAL PROVISIONS APPLYING TO NONPROFIT CORPORATION AND NONPROFIT ASSOCIATION CONVERSIONS
Sec. 10.109. SPECIAL PROVISIONS APPLYING TO CONVERSION AND CONTINUANCE
SUBCHAPTER D. CERTIFICATE OF MERGER, EXCHANGE, OR CONVERSION
Sec. 10.151. CERTIFICATE OF MERGER AND EXCHANGE
Sec. 10.152. CERTIFICATE OF MERGER: SHORT FORM MERGER
Sec. 10.153. FILING OF CERTIFICATE OF MERGER OR EXCHANGE
Sec. 10.154. CERTIFICATE OF CONVERSION
Sec. 10.155. FILING OF CERTIFICATE OF CONVERSION
Sec. 10.156. ACCEPTANCE OF CERTIFICATE FOR FILING
SUBCHAPTER E. ABANDONMENT OF MERGER, EXCHANGE, OR CONVERSION
Sec. 10.201. ABANDONMENT OF PLAN OF MERGER, EXCHANGE, OR CONVERSION
Sec. 10.202. ABANDONMENT AFTER FILING
Sec. 10.203. ABANDONMENT IF NO FILING REQUIRED
SUBCHAPTER F. PROPERTY TRANSFERS AND DISPOSITIONS
Sec. 10.251. GENERAL POWER OF DOMESTIC ENTITY TO SELL, LEASE, OR CONVEY PROPERTY
Sec. 10.252. NO APPROVAL REQUIRED FOR CERTAIN DISPOSITIONS OF PROPERTY
Sec. 10.253. RECORDING INSTRUMENT CONVEYING REAL PROPERTY OF DOMESTIC ENTITY
Sec. 10.254. DISPOSITION OF PROPERTY NOT A MERGER OR CONVERSION; LIABILITY
SUBCHAPTER G. BANKRUPTCY REORGANIZATION
Sec. 10.301. REORGANIZATION UNDER BANKRUPTCY AND SIMILAR LAWS
Sec. 10.302. SIGNING OF DOCUMENTS
Sec. 10.303. REORGANIZATION WITH OTHER ENTITIES
Sec. 10.304. RIGHT OF DISSENT AND APPRAISAL EXCLUDED
Sec. 10.305. AFTER FINAL DECREE
Sec. 10.306. CHAPTER CUMULATIVE OF OTHER CHANGES
SUBCHAPTER H. RIGHTS OF DISSENTING OWNERS
Sec. 10.351. APPLICABILITY OF SUBCHAPTER
Sec. 10.352. DEFINITIONS
Sec. 10.353. FORM AND VALIDITY OF NOTICE
Sec. 10.354. RIGHTS OF DISSENT AND APPRAISAL
Sec. 10.355. NOTICE OF RIGHT OF DISSENT AND APPRAISAL
Sec. 10.356. PROCEDURE FOR DISSENT BY OWNERS AS TO ACTIONS; PERFECTION OF RIGHT OF DISSENT AND APPRAISAL
Sec. 10.357. WITHDRAWAL OF DEMAND FOR FAIR VALUE OF OWNERSHIP INTEREST
Sec. 10.358. RESPONSE BY ORGANIZATION TO NOTICE OF DISSENT AND DEMAND FOR FAIR VALUE BY DISSENTING OWNER
Sec. 10.359. RECORD OF DEMAND FOR FAIR VALUE OF OWNERSHIP INTEREST
Sec. 10.360. RIGHTS OF TRANSFEREE OF CERTAIN OWNERSHIP INTEREST
Sec. 10.361. PROCEEDING TO DETERMINE FAIR VALUE OF OWNERSHIP INTEREST AND OWNERS ENTITLED TO PAYMENT; APPOINTMENT OF APPRAISERS
Sec. 10.362. COMPUTATION AND DETERMINATION OF FAIR VALUE OF OWNERSHIP INTEREST
Sec. 10.363. POWERS AND DUTIES OF APPRAISER; APPRAISAL PROCEDURES
Sec. 10.364. OBJECTION TO APPRAISAL; HEARING
Sec. 10.365. COURT COSTS; COMPENSATION FOR APPRAISER
Sec. 10.366. STATUS OF OWNERSHIP INTEREST HELD OR FORMERLY HELD BY DISSENTING OWNER
Sec. 10.367. RIGHTS OF OWNERS FOLLOWING TERMINATION OF RIGHT OF DISSENT
Sec. 10.368. EXCLUSIVITY OF REMEDY OF DISSENT AND APPRAISAL
SUBCHAPTER Z. MISCELLANEOUS PROVISIONS
Sec. 10.901. CREDITORS; ANTITRUST
Sec. 10.902. NONEXCLUSIVITY
CHAPTER 11.
WINDING UP AND TERMINATION OF DOMESTIC ENTITY
SUBCHAPTER A. GENERAL PROVISIONS
Sec. 11.001. DEFINITIONS
SUBCHAPTER B. WINDING UP OF DOMESTIC ENTITY
Sec. 11.051. EVENT REQUIRING WINDING UP OF DOMESTIC ENTITY
Sec. 11.052. WINDING UP PROCEDURES
Sec. 11.053. PROPERTY APPLIED TO DISCHARGE LIABILITIES AND OBLIGATIONS
Sec. 11.054. COURT SUPERVISION OF WINDING UP PROCESS
Sec. 11.055. COURT ACTION OR PROCEEDING DURING WINDING UP
Sec. 11.056. SUPPLEMENTAL PROVISIONS FOR LIMITED LIABILITY COMPANY
Sec. 11.057. SUPPLEMENTAL PROVISIONS FOR DOMESTIC GENERAL PARTNERSHIP
Sec. 11.058. SUPPLEMENTAL PROVISION FOR LIMITED PARTNERSHIP
Sec. 11.059. SUPPLEMENTAL PROVISIONS FOR CORPORATIONS
SUBCHAPTER C. TERMINATION OF DOMESTIC ENTITY
Sec. 11.101. CERTIFICATE OF TERMINATION FOR FILING ENTITY
Sec. 11.102. EFFECTIVENESS OF TERMINATION OF FILING ENTITY
Sec. 11.103. EFFECTIVENESS OF TERMINATION OF NONFILING ENTITY
Sec. 11.104. ACTION BY SECRETARY OF STATE
Sec. 11.105. SUPPLEMENTAL INFORMATION REQUIRED BY CERTIFICATE OF TERMINATION OF NONPROFIT CORPORATION
SUBCHAPTER D. REVOCATION AND CONTINUATION
Sec. 11.151. REVOCATION OF VOLUNTARY WINDING UP
Sec. 11.152. CONTINUATION OF BUSINESS WITHOUT WINDING UP
Sec. 11.153. COURT REVOCATION OF FRAUDULENT TERMINATION
SUBCHAPTER E. REINSTATEMENT OF TERMINATED ENTITY
Sec. 11.201. CONDITIONS FOR REINSTATEMENT
Sec. 11.202. PROCEDURES FOR REINSTATEMENT
Sec. 11.203. USE OF DISTINGUISHABLE NAME REQUIRED
Sec. 11.203. USE OF NAME SIMILAR TO PREVIOUSLY REGISTERED NAME
Sec. 11.204. EFFECTIVENESS OF REINSTATEMENT OF NONFILING ENTITY
Sec. 11.205. EFFECTIVENESS OF REINSTATEMENT OF FILING ENTITY
Sec. 11.206. EFFECT OF REINSTATEMENT
SUBCHAPTER F. INVOLUNTARY TERMINATION OF FILING ENTITY BY SECRETARY OF STATE
Sec. 11.251. TERMINATION OF FILING ENTITY BY SECRETARY OF STATE
Sec. 11.252. CERTIFICATE OF TERMINATION
Sec. 11.253. REINSTATEMENT BY SECRETARY OF STATE AFTER INVOLUNTARY TERMINATION
Sec. 11.254. REINSTATEMENT OF CERTIFICATE OF FORMATION FOLLOWING TAX FORFEITURE
Sec. 11.255. REINSTATEMENT OF CERTIFICATE OF FORMATION FOLLOWING FAILURE TO REVIVE; REINSTATEMENT RETROACTIVE
SUBCHAPTER G. JUDICIAL WINDING UP AND TERMINATION
Sec. 11.301. INVOLUNTARY WINDING UP AND TERMINATION OF FILING ENTITY BY COURT ACTION
Sec. 11.302. NOTIFICATION OF CAUSE BY SECRETARY OF STATE
Sec. 11.303. FILING OF ACTION BY ATTORNEY GENERAL
Sec. 11.304. CURE BEFORE FINAL JUDGMENT
Sec. 11.305. JUDGMENT REQUIRING WINDING UP AND TERMINATION
Sec. 11.306. STAY OF JUDGMENT
Sec. 11.307. OPPORTUNITY FOR CURE AFTER AFFIRMATION OF FINDINGS BY APPEALS COURT
Sec. 11.308. JURISDICTION AND VENUE
Sec. 11.309. PROCESS IN STATE ACTION
Sec. 11.310. PUBLICATION OF NOTICE
Sec. 11.311. ACTION ALLOWED AFTER EXPIRATION OF FILING ENTITY'S DURATION
Sec. 11.312. COMPLIANCE BY TERMINATED ENTITY
Sec. 11.313. TIMING OF TERMINATION
Sec. 11.314. INVOLUNTARY WINDING UP AND TERMINATION OF PARTNERSHIP OR LIMITED LIABILITY COMPANY
Sec. 11.315. FILING OF DECREE OF TERMINATION AGAINST FILING ENTITY
SUBCHAPTER H. CLAIMS RESOLUTION ON TERMINATION
Sec. 11.351. LIABILITY OF TERMINATED FILING ENTITY
Sec. 11.352. DEPOSIT WITH COMPTROLLER OF AMOUNT DUE OWNERS AND CREDITORS WHO ARE UNKNOWN OR CANNOT BE LOCATED
Sec. 11.353. DISCHARGE OF LIABILITY OF PERSON RESPONSIBLE FOR LIQUIDATION
Sec. 11.354. PAYMENT FROM ACCOUNT BY COMPTROLLER
Sec. 11.355. NOTICE OF ESCHEAT; ESCHEAT
Sec. 11.356. LIMITED SURVIVAL AFTER TERMINATION
Sec. 11.357. GOVERNING PERSONS OF ENTITY DURING LIMITED SURVIVAL
Sec. 11.358. ACCELERATED PROCEDURE FOR EXISTING CLAIM RESOLUTION
Sec. 11.359. EXTINGUISHMENT OF EXISTING CLAIM
SUBCHAPTER I. RECEIVERSHIP
Sec. 11.401. CODE GOVERNS
Sec. 11.402. JURISDICTION TO APPOINT RECEIVER
Sec. 11.403. APPOINTMENT OF RECEIVER FOR SPECIFIC PROPERTY
Sec. 11.404. APPOINTMENT OF RECEIVER TO REHABILITATE DOMESTIC ENTITY
Sec. 11.405. APPOINTMENT OF RECEIVER TO LIQUIDATE DOMESTIC ENTITY; LIQUIDATION
Sec. 11.406. RECEIVERS: QUALIFICATIONS, POWERS, AND DUTIES
Sec. 11.407. COURT-ORDERED FILING OF CLAIMS
Sec. 11.408. SUPERVISING COURT; JURISDICTION; AUTHORITY
Sec. 11.409. ANCILLARY RECEIVERSHIPS OF FOREIGN ENTITIES
Sec. 11.410. RECEIVERSHIP FOR ALL PROPERTY AND BUSINESS OF FOREIGN ENTITY
Sec. 11.411. GOVERNING PERSONS AND OWNERS NOT NECESSARY PARTIES DEFENDANT
Sec. 11.412. DECREE OF INVOLUNTARY TERMINATION
Sec. 11.413. SUPPLEMENTAL PROVISIONS FOR APPLICATION OF PROCEEDS FROM LIQUIDATION OF NONPROFIT CORPORATION
Sec. 11.414. FILING OF DECREE OF INVOLUNTARY TERMINATION AGAINST FILING ENTITY
CHAPTER 12.
ADMINISTRATIVE POWERS
SUBCHAPTER A. SECRETARY OF STATE
Sec. 12.001. AUTHORITY OF SECRETARY OF STATE
Sec. 12.002. INTERROGATORIES BY SECRETARY OF STATE
Sec. 12.003. INFORMATION DISCLOSED BY INTERROGATORIES
Sec. 12.004. APPEALS FROM SECRETARY OF STATE
Sec. 12.005. FEE WAIVER FOR NEW VETERAN-OWNED BUSINESS
SUBCHAPTER B. ATTORNEY GENERAL
Sec. 12.151. AUTHORITY OF ATTORNEY GENERAL TO EXAMINE BOOKS AND RECORDS
Sec. 12.152. REQUEST TO EXAMINE
Sec. 12.153. AUTHORITY TO EXAMINE MANAGEMENT OF ENTITY
Sec. 12.154. AUTHORITY TO DISCLOSE INFORMATION
Sec. 12.155. FORFEITURE OF BUSINESS PRIVILEGES
Sec. 12.156. CRIMINAL PENALTY
SUBCHAPTER C. ENFORCEMENT LIEN
Sec. 12.201. LIEN FOR LAW VIOLATIONS
SUBCHAPTER D. ENFORCEMENT PROCEEDINGS
Sec. 12.251. RECEIVER
Sec. 12.252. FORECLOSURE
Sec. 12.253. ACTION AGAINST INSOLVENT ENTITY
Sec. 12.254. SUITS BY DISTRICT OR COUNTY ATTORNEY
Sec. 12.255. PERMISSION TO SUE
Sec. 12.256. EXAMINATION AND NOTICE
Sec. 12.257. DISMISSAL OF ACTION
Sec. 12.258. LIQUIDATION OF INSOLVENT ENTITY
Sec. 12.259. EXTRAORDINARY REMEDIES; BOND
Sec. 12.260. ABATEMENT OF SUIT
Sec. 12.261. PROVISIONS CUMULATIVE
TITLE 2. CORPORATIONS
CHAPTER 20.
GENERAL PROVISIONS
Sec. 20.001. SIGNATURE REQUIREMENTS FOR FILING INSTRUMENTS
Sec. 20.002. ULTRA VIRES ACTS
CHAPTER 21.
FOR-PROFIT CORPORATIONS
SUBCHAPTER A. GENERAL PROVISIONS
Sec. 21.002. DEFINITIONS
SUBCHAPTER B. FORMATION AND GOVERNING DOCUMENTS
Sec. 21.051. NO PROPERTY RIGHT IN CERTIFICATE OF FORMATION
Sec. 21.052. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION
Sec. 21.053. ADOPTION OF AMENDMENT BY BOARD OF DIRECTORS
Sec. 21.054. ADOPTION OF AMENDMENT BY SHAREHOLDERS
Sec. 21.055. NOTICE OF AND MEETING TO CONSIDER PROPOSED AMENDMENT
Sec. 21.056. RESTATED CERTIFICATE OF FORMATION
Sec. 21.057. BYLAWS
Sec. 21.058. DUAL AUTHORITY
Sec. 21.059. ORGANIZATION MEETING
SUBCHAPTER C. SHAREHOLDERS' AGREEMENTS
Sec. 21.101. SHAREHOLDERS' AGREEMENT
Sec. 21.102. TERM OF AGREEMENT
Sec. 21.103. DISCLOSURE OF AGREEMENT; RECALL OF CERTAIN CERTIFICATES
Sec. 21.104. EFFECT OF SHAREHOLDERS' AGREEMENT
Sec. 21.105. RIGHT OF RESCISSION; KNOWLEDGE OF PURCHASER OF SHARES
Sec. 21.106. AGREEMENT LIMITING AUTHORITY OF AND SUPPLANTING BOARD OF DIRECTORS; LIABILITY
Sec. 21.107. LIABILITY OF SHAREHOLDER
Sec. 21.108. PERSONS ACTING IN PLACE OF SHAREHOLDERS
Sec. 21.109. AGREEMENT NOT EFFECTIVE
Sec. 21.110. OTHER SHAREHOLDER AGREEMENTS PERMITTED
SUBCHAPTER D. SHARES, OPTIONS, AND CONVERTIBLE SECURITIES
Sec. 21.151. NUMBER OF AUTHORIZED SHARES
Sec. 21.152. CLASSES AND SERIES OF SHARES
Sec. 21.153. DESIGNATIONS, PREFERENCES, LIMITATIONS, AND RIGHTS OF A CLASS OR SERIES
Sec. 21.154. CERTAIN OPTIONAL CHARACTERISTICS OF SHARES
Sec. 21.155. SERIES OF SHARES ESTABLISHED BY BOARD OF DIRECTORS
Sec. 21.156. ACTIONS WITH RESPECT TO SERIES OF SHARES
Sec. 21.157. ISSUANCE OF SHARES
Sec. 21.158. ISSUANCE OF SHARES UNDER PLAN OF MERGER OR CONVERSION
Sec. 21.159. TYPES OF CONSIDERATION FOR SHARES
Sec. 21.160. DETERMINATION OF CONSIDERATION FOR SHARES
Sec. 21.161. AMOUNT OF CONSIDERATION FOR ISSUANCE OF CERTAIN SHARES
Sec. 21.162. VALUE AND SUFFICIENCY OF CONSIDERATION
Sec. 21.163. ISSUANCE AND DISPOSITION OF FRACTIONAL SHARES OR SCRIP
Sec. 21.164. RIGHTS OF HOLDERS OF FRACTIONAL SHARES OR SCRIP
Sec. 21.165. SUBSCRIPTIONS
Sec. 21.166. PREFORMATION SUBSCRIPTION
Sec. 21.167. COMMITMENT TO PURCHASE SHARES
Sec. 21.168. STOCK RIGHTS, OPTIONS, AND CONVERTIBLE INDEBTEDNESS
Sec. 21.169. TERMS AND CONDITIONS OF RIGHTS AND OPTIONS
Sec. 21.170. CONSIDERATION FOR RIGHTS, OPTIONS, AND CONVERTIBLE INDEBTEDNESS
Sec. 21.171. OUTSTANDING OR TREASURY SHARES
Sec. 21.172. EXPENSES OF ORGANIZATION, REORGANIZATION, AND FINANCING OF CORPORATION
Sec. 21.173. SUPPLEMENTAL REQUIRED RECORDS
SUBCHAPTER E. SHAREHOLDER RIGHTS AND RESTRICTIONS
Sec. 21.201. REGISTERED HOLDERS AS OWNERS; SHARES HELD BY NOMINEES
Sec. 21.202. DEFINITION OF SHARES
Sec. 21.203. NO STATUTORY PREEMPTIVE RIGHT UNLESS PROVIDED BY CERTIFICATE OF FORMATION
Sec. 21.204. STATUTORY PREEMPTIVE RIGHTS
Sec. 21.205. WAIVER OF PREEMPTIVE RIGHT
Sec. 21.206. LIMITATION ON ACTION TO ENFORCE PREEMPTIVE RIGHT
Sec. 21.207. DISPOSITION OF SHARES HAVING PREEMPTIVE RIGHTS
Sec. 21.208. PREEMPTIVE RIGHT IN EXISTING CORPORATION
Sec. 21.209. TRANSFER OF SHARES AND OTHER SECURITIES
Sec. 21.210. RESTRICTION ON TRANSFER OF SHARES AND OTHER SECURITIES
Sec. 21.211. VALID RESTRICTIONS ON TRANSFER
Sec. 21.212. BYLAW OR AGREEMENT RESTRICTING TRANSFER OF SHARES OR OTHER SECURITIES
Sec. 21.213. ENFORCEABILITY OF RESTRICTION ON TRANSFER OF CERTAIN SECURITIES
Sec. 21.214. JOINT OWNERSHIP OF SHARES
Sec. 21.215. LIABILITY FOR DESIGNATING OWNER OF SHARES
Sec. 21.216. LIABILITY REGARDING JOINT OWNERSHIP OF SHARES
Sec. 21.217. LIABILITY OF ASSIGNEE OR TRANSFEREE
Sec. 21.218. EXAMINATION OF RECORDS
Sec. 21.219. ANNUAL AND INTERIM STATEMENTS OF CORPORATION
Sec. 21.220. PENALTY FOR FAILURE TO PREPARE VOTING LIST
Sec. 21.221. PENALTY FOR FAILURE TO PROVIDE NOTICE OF MEETING
Sec. 21.222. PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN RECORDS
Sec. 21.223. LIMITATION OF LIABILITY FOR OBLIGATIONS
Sec. 21.224. PREEMPTION OF LIABILITY
Sec. 21.225. EXCEPTIONS TO LIMITATIONS
Sec. 21.226. PLEDGEES AND TRUST ADMINISTRATORS
SUBCHAPTER F. REDUCTIONS IN STATED CAPITAL; CANCELLATION OF TREASURY SHARES
Sec. 21.251. REDUCTION OF STATED CAPITAL BY REDEMPTION OR PURCHASE OF REDEEMABLE SHARES
Sec. 21.252. CANCELLATION OF TREASURY SHARES
Sec. 21.253. PROCEDURES FOR REDUCTION OF STATED CAPITAL BY BOARD OF DIRECTORS
Sec. 21.254. RESTRICTION ON REDUCTION OF STATED CAPITAL
SUBCHAPTER G. DISTRIBUTIONS AND SHARE DIVIDENDS
Sec. 21.301. DEFINITIONS
Sec. 21.302. AUTHORITY FOR DISTRIBUTIONS
Sec. 21.303. LIMITATIONS ON DISTRIBUTIONS
Sec. 21.304. REDEMPTIONS
Sec. 21.305. NOTICE OF REDEMPTION
Sec. 21.306. DEPOSIT OF MONEY FOR REDEMPTION
Sec. 21.307. PAYMENT OF REDEEMED SHARES
Sec. 21.308. PRIORITY OF DISTRIBUTIONS
Sec. 21.309. RESERVES, DESIGNATIONS, AND ALLOCATIONS FROM SURPLUS
Sec. 21.310. AUTHORITY FOR SHARE DIVIDENDS
Sec. 21.311. LIMITATIONS ON SHARE DIVIDENDS
Sec. 21.312. VALUE OF SHARES ISSUED AS SHARE DIVIDENDS
Sec. 21.313. TRANSFER OF SURPLUS FOR SHARE DIVIDENDS
Sec. 21.314. DETERMINATION OF SOLVENCY, NET ASSETS, STATED CAPITAL, AND SURPLUS
Sec. 21.315. DATE OF DETERMINATION OF SOLVENCY, NET ASSETS, STATED CAPITAL, AND SURPLUS
Sec. 21.316. LIABILITY OF DIRECTORS FOR WRONGFUL DISTRIBUTIONS
Sec. 21.317. STATUTE OF LIMITATIONS ON ACTION FOR WRONGFUL DISTRIBUTION
Sec. 21.318. CONTRIBUTION FROM CERTAIN SHAREHOLDERS AND DIRECTORS
SUBCHAPTER H. SHAREHOLDERS' MEETINGS; NOTICE TO SHAREHOLDERS; VOTING AND QUORUM
Sec. 21.351. ANNUAL MEETING
Sec. 21.352. SPECIAL MEETINGS
Sec. 21.3521. SHAREHOLDER MEETINGS BY REMOTE COMMUNICATION
Sec. 21.353. NOTICE OF MEETING
Sec. 21.3531. NOTICE BY ELECTRONIC TRANSMISSION
Sec. 21.354. INSPECTION OF VOTING LIST
Sec. 21.355. CLOSING OF SHARE TRANSFER RECORDS
Sec. 21.356. RECORD DATE FOR WRITTEN CONSENT TO ACTION
Sec. 21.357. RECORD DATE FOR PURPOSE OF SHAREHOLDERS' MEETING
Sec. 21.358. QUORUM
Sec. 21.359. VOTING IN ELECTION OF DIRECTORS
Sec. 21.360. NO CUMULATIVE VOTING RIGHT UNLESS AUTHORIZED
Sec. 21.361. CUMULATIVE VOTING IN ELECTION OF DIRECTORS
Sec. 21.362. CUMULATIVE VOTING RIGHT IN CERTAIN CORPORATIONS
Sec. 21.363. VOTING ON MATTERS OTHER THAN ELECTION OF DIRECTORS
Sec. 21.364. VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION
Sec. 21.365. CHANGES IN VOTE REQUIRED FOR CERTAIN MATTERS
Sec. 21.366. NUMBER OF VOTES PER SHARE
Sec. 21.367. VOTING IN PERSON OR BY PROXY
Sec. 21.368. TERM OF PROXY
Sec. 21.369. REVOCABILITY OF PROXY
Sec. 21.370. ENFORCEABILITY OF PROXY
Sec. 21.371. PROCEDURES IN BYLAWS RELATING TO PROXIES
Sec. 21.372. SHAREHOLDER MEETING LIST
Sec. 21.373. NATIONALLY LISTED CORPORATIONS: SHAREHOLDER PROPOSALS
SUBCHAPTER I. BOARD OF DIRECTORS
Sec. 21.401. MANAGEMENT BY BOARD OF DIRECTORS
Sec. 21.402. BOARD MEMBER ELIGIBILITY REQUIREMENTS
Sec. 21.403. NUMBER OF DIRECTORS
Sec. 21.404. DESIGNATION OF INITIAL BOARD OF DIRECTORS
Sec. 21.405. ELECTION OF BOARD OF DIRECTORS
Sec. 21.406. SPECIAL VOTING RIGHTS OF DIRECTORS
Sec. 21.407. TERM OF OFFICE
Sec. 21.408. SPECIAL TERMS OF OFFICE
Sec. 21.409. REMOVAL OF DIRECTORS
Sec. 21.4091. RESIGNATION OF DIRECTORS
Sec. 21.410. VACANCY
Sec. 21.411. NOTICE OF MEETING
Sec. 21.412. WAIVER OF NOTICE
Sec. 21.413. QUORUM
Sec. 21.414. DISSENT TO OR ABSTENTION FROM ACTION
Sec. 21.415. ACTION BY DIRECTORS
Sec. 21.416. COMMITTEES OF BOARD OF DIRECTORS
Sec. 21.4161. DETERMINATION OF INDEPENDENT AND DISINTERESTED DIRECTORS
Sec. 21.417. ELECTION OF OFFICERS
Sec. 21.418. CONTRACTS OR TRANSACTIONS INVOLVING INTERESTED DIRECTORS AND OFFICERS
Sec. 21.419. PRESUMPTIONS FOR DIRECTORS AND OFFICERS OF CERTAIN CORPORATIONS
SUBCHAPTER J. FUNDAMENTAL BUSINESS TRANSACTIONS
Sec. 21.451. DEFINITIONS
Sec. 21.452. APPROVAL OF MERGER
Sec. 21.453. APPROVAL OF CONVERSION
Sec. 21.454. APPROVAL OF EXCHANGE
Sec. 21.455. APPROVAL OF SALE OF ALL OR SUBSTANTIALLY ALL OF ASSETS
Sec. 21.456. GENERAL PROCEDURE FOR SUBMISSION TO SHAREHOLDERS OF FUNDAMENTAL BUSINESS TRANSACTION
Sec. 21.457. GENERAL VOTE REQUIREMENT FOR APPROVAL OF FUNDAMENTAL BUSINESS TRANSACTION
Sec. 21.458. CLASS VOTING REQUIREMENTS FOR CERTAIN FUNDAMENTAL BUSINESS TRANSACTIONS
Sec. 21.459. NO SHAREHOLDER VOTE REQUIREMENT FOR CERTAIN FUNDAMENTAL BUSINESS TRANSACTIONS
Sec. 21.460. RIGHTS OF DISSENT AND APPRAISAL
Sec. 21.461. PLEDGE, MORTGAGE, DEED OF TRUST, OR TRUST INDENTURE
Sec. 21.462. CONVEYANCE BY CORPORATION
SUBCHAPTER K. WINDING UP AND TERMINATION
Sec. 21.501. APPROVAL OF VOLUNTARY WINDING UP, REINSTATEMENT, OR REVOCATION OF VOLUNTARY WINDING UP
Sec. 21.502. CERTAIN PROCEDURES RELATING TO WINDING UP
Sec. 21.503. MEETING OF SHAREHOLDERS; NOTICE
Sec. 21.504. RESPONSIBILITY FOR WINDING UP
SUBCHAPTER L. DERIVATIVE PROCEEDINGS
Sec. 21.551. DEFINITIONS
Sec. 21.552. STANDING TO BRING PROCEEDING
Sec. 21.553. DEMAND
Sec. 21.554. DETERMINATION BY DIRECTORS OR INDEPENDENT PERSONS
Sec. 21.555. STAY OF PROCEEDING
Sec. 21.556. DISCOVERY
Sec. 21.557. TOLLING OF STATUTE OF LIMITATIONS
Sec. 21.558. DISMISSAL OF DERIVATIVE PROCEEDING
Sec. 21.559. ALLEGATIONS AFTER DEMAND REJECTED
Sec. 21.560. DISCONTINUANCE OR SETTLEMENT
Sec. 21.561. PAYMENT OF EXPENSES
Sec. 21.562. APPLICATION TO FOREIGN CORPORATIONS
Sec. 21.563. CLOSELY HELD CORPORATION
SUBCHAPTER M. AFFILIATED BUSINESS COMBINATIONS
Sec. 21.601. DEFINITIONS
Sec. 21.602. AFFILIATED SHAREHOLDER
Sec. 21.603. BENEFICIAL OWNER OF SHARES OR OTHER SECURITIES
Sec. 21.604. BUSINESS COMBINATION
Sec. 21.605. CONTROL
Sec. 21.606. THREE-YEAR MORATORIUM ON CERTAIN BUSINESS COMBINATIONS
Sec. 21.607. APPLICATION OF MORATORIUM
Sec. 21.608. EFFECT ON OTHER ACTIONS
Sec. 21.609. CONFLICTING PROVISIONS
Sec. 21.610. CHANGE IN VOTING REQUIREMENTS
SUBCHAPTER N. PROVISIONS RELATING TO INVESTMENT COMPANIES
Sec. 21.651. DEFINITION
Sec. 21.652. ESTABLISHING CLASS OR SERIES OF SHARES; CHANGE IN NUMBER OF SHARES
Sec. 21.653. REQUIRED STATEMENT RELATING TO SHARES
Sec. 21.654. TERM OF OFFICE OF DIRECTORS
Sec. 21.655. MEETINGS OF SHAREHOLDERS
SUBCHAPTER O. CLOSE CORPORATION
Sec. 21.701. DEFINITIONS
Sec. 21.702. APPLICABILITY OF SUBCHAPTER
Sec. 21.703. FORMATION OF CLOSE CORPORATION
Sec. 21.704. BYLAWS OF CLOSE CORPORATION
Sec. 21.705. ADOPTION OF AMENDMENT FOR CLOSE CORPORATION STATUS
Sec. 21.706. ADOPTION OF CLOSE CORPORATION STATUS THROUGH MERGER, EXCHANGE, OR CONVERSION
Sec. 21.707. EXISTING CLOSE CORPORATION
Sec. 21.708. TERMINATION OF CLOSE CORPORATION STATUS
Sec. 21.709. STATEMENT TERMINATING CLOSE CORPORATION STATUS; FILING; NOTICE
Sec. 21.710. EFFECT OF TERMINATION OF CLOSE CORPORATION STATUS
Sec. 21.711. SHAREHOLDERS' MEETING TO ELECT DIRECTORS
Sec. 21.712. TERM OF OFFICE OF DIRECTORS
Sec. 21.713. MANAGEMENT
Sec. 21.714. SHAREHOLDERS' AGREEMENT
Sec. 21.715. EXECUTION OF SHAREHOLDERS' AGREEMENT
Sec. 21.716. ADOPTION OF AMENDMENT OF SHAREHOLDERS' AGREEMENT
Sec. 21.717. DELIVERY OF SHAREHOLDERS' AGREEMENT
Sec. 21.718. STATEMENT OF OPERATION AS CLOSE CORPORATION
Sec. 21.719. VALIDITY AND ENFORCEABILITY OF SHAREHOLDERS' AGREEMENT
Sec. 21.720. PERSONS BOUND BY SHAREHOLDERS' AGREEMENT
Sec. 21.721. DELIVERY OF COPY OF SHAREHOLDERS' AGREEMENT TO TRANSFEREE
Sec. 21.722. EFFECT OF REQUIRED STATEMENT ON SHARE CERTIFICATE AND DELIVERY OF SHAREHOLDERS' AGREEMENT
Sec. 21.723. PARTY NOT BOUND BY SHAREHOLDERS' AGREEMENT ON CESSATION; LIABILITY
Sec. 21.724. TERMINATION OF SHAREHOLDERS' AGREEMENT
Sec. 21.725. CONSEQUENCES OF MANAGEMENT BY PERSONS OTHER THAN BOARD OF DIRECTORS
Sec. 21.726. SHAREHOLDERS CONSIDERED DIRECTORS
Sec. 21.727. LIABILITY OF SHAREHOLDERS
Sec. 21.728. MODE AND EFFECT OF TAKING ACTION BY SHAREHOLDERS AND OTHERS
Sec. 21.729. LIMITATION OF SHAREHOLDER'S LIABILITY
Sec. 21.730. LACK OF FORMALITIES; TREATMENT AS PARTNERSHIP
Sec. 21.731. OTHER AGREEMENTS AMONG SHAREHOLDERS PERMITTED
Sec. 21.732. CLOSE CORPORATION SHARE CERTIFICATES
SUBCHAPTER P. JUDICIAL PROCEEDINGS RELATING TO CLOSE CORPORATION
Sec. 21.751. DEFINITIONS
Sec. 21.752. PROCEEDINGS AUTHORIZED
Sec. 21.753. NOTICE; INTERVENTION
Sec. 21.754. PROCEEDING NONEXCLUSIVE
Sec. 21.755. UNAVAILABILITY OF JUDICIAL PROCEEDING
Sec. 21.756. JUDICIAL PROCEEDING TO ENFORCE CLOSE CORPORATION PROVISION
Sec. 21.757. LIQUIDATION; INVOLUNTARY WINDING UP AND TERMINATION; RECEIVERSHIP
Sec. 21.758. APPOINTMENT OF PROVISIONAL DIRECTOR
Sec. 21.759. RIGHTS AND POWERS OF PROVISIONAL DIRECTOR
Sec. 21.760. COMPENSATION OF PROVISIONAL DIRECTOR
Sec. 21.761. APPOINTMENT OF CUSTODIAN
Sec. 21.762. POWERS AND DUTIES OF CUSTODIAN
Sec. 21.763. TERMINATION OF CUSTODIANSHIP
SUBCHAPTER Q. MISCELLANEOUS PROVISIONS
Sec. 21.801. SHARES AND OTHER SECURITIES ARE PERSONAL PROPERTY
Sec. 21.802. PENALTIES FOR LATE FILING OF CERTAIN INSTRUMENTS
SUBCHAPTER R. RATIFICATION OF DEFECTIVE CORPORATE ACTS OR SHARES; PROCEEDINGS
Sec. 21.901. DEFINITIONS
Sec. 21.902. RATIFICATION OF DEFECTIVE CORPORATE ACT AND PUTATIVE SHARES
Sec. 21.903. RATIFICATION OF DEFECTIVE CORPORATE ACT; ADOPTION OF RESOLUTIONS
Sec. 21.904. QUORUM AND VOTING REQUIREMENTS FOR ADOPTION OF RESOLUTIONS
Sec. 21.905. SHAREHOLDER APPROVAL OF RATIFIED DEFECTIVE CORPORATE ACT REQUIRED; EXCEPTION
Sec. 21.906. NOTICE REQUIREMENTS FOR RATIFIED DEFECTIVE CORPORATE ACT SUBMITTED FOR SHAREHOLDER APPROVAL
Sec. 21.907. SHAREHOLDER MEETING; QUORUM AND VOTING
Sec. 21.908. CERTIFICATE OF VALIDATION
Sec. 21.909. ADOPTION OF RESOLUTIONS; EFFECT ON DEFECTIVE CORPORATE ACT
Sec. 21.910. ADOPTION OF RESOLUTIONS; EFFECT ON PUTATIVE SHARES
Sec. 21.911. NOTICE TO SHAREHOLDERS FOLLOWING RATIFICATION OF DEFECTIVE CORPORATE ACT
Sec. 21.912. VALID SHARES OR PUTATIVE SHARES
Sec. 21.913. RATIFICATION PROCEDURES OR COURT PROCEEDINGS CONCERNING VALIDATION NOT EXCLUSIVE
Sec. 21.914. PROCEEDING REGARDING VALIDITY OF DEFECTIVE CORPORATE ACTS AND SHARES
Sec. 21.915. EXCLUSIVE JURISDICTION
Sec. 21.916. SERVICE
Sec. 21.917. STATUTE OF LIMITATIONS
SUBCHAPTER S. PUBLIC BENEFIT CORPORATIONS
Sec. 21.951. LAW APPLICABLE TO PUBLIC BENEFIT CORPORATIONS; FORMATION
Sec. 21.952. DEFINITIONS
Sec. 21.953. PURPOSE OF PUBLIC BENEFIT CORPORATION; NAME OF CORPORATION
Sec. 21.954. CERTAIN AMENDMENTS, MERGERS, EXCHANGES, AND CONVERSIONS; VOTER APPROVAL REQUIRED
Sec. 21.955. STOCK CERTIFICATES; NOTICES REGARDING UNCERTIFICATED STOCK
Sec. 21.956. DUTIES OF DIRECTORS
Sec. 21.957. PERIODIC STATEMENTS
Sec. 21.958. DERIVATIVE SUITS
Sec. 21.959. NO EFFECT ON OTHER CORPORATIONS
CHAPTER 22.
NONPROFIT CORPORATIONS
SUBCHAPTER A. GENERAL PROVISIONS
Sec. 22.001. DEFINITIONS
Sec. 22.002. MEETINGS BY REMOTE COMMUNICATIONS TECHNOLOGY
SUBCHAPTER B. PURPOSES AND POWERS
Sec. 22.051. GENERAL PURPOSES
Sec. 22.052. DENTAL HEALTH SERVICE CORPORATION
Sec. 22.053. DIVIDENDS PROHIBITED
Sec. 22.054. AUTHORIZED BENEFITS AND DISTRIBUTIONS
Sec. 22.055. POWER TO ASSIST EMPLOYEE OR OFFICER
Sec. 22.056. HEALTH ORGANIZATION CORPORATION
Sec. 22.0561. CORPORATIONS FORMED BY PHYSICIANS AND PHYSICIAN ASSISTANTS
SUBCHAPTER C. FORMATION AND GOVERNING DOCUMENTS
Sec. 22.101. INCORPORATION OF CERTAIN ORGANIZATIONS
Sec. 22.102. BYLAWS
Sec. 22.103. INCONSISTENCY BETWEEN CERTIFICATE OF FORMATION AND BYLAW
Sec. 22.104. ORGANIZATION MEETING
Sec. 22.105. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION BY MEMBERS HAVING VOTING RIGHTS
Sec. 22.106. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION BY MANAGING MEMBERS
Sec. 22.107. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION BY BOARD OF DIRECTORS
Sec. 22.108. NUMBER OF AMENDMENTS SUBJECT TO VOTE AT MEETING
Sec. 22.109. RESTATED CERTIFICATE OF FORMATION
SUBCHAPTER D. MEMBERS
Sec. 22.151. MEMBERS
Sec. 22.152. IMMUNITY FROM LIABILITY
Sec. 22.153. ANNUAL MEETING
Sec. 22.154. FAILURE TO CALL ANNUAL MEETING
Sec. 22.155. SPECIAL MEETINGS OF MEMBERS
Sec. 22.156. NOTICE OF MEETING
Sec. 22.157. SPECIAL BYLAWS AFFECTING NOTICE
Sec. 22.158. PREPARATION AND INSPECTION OF LIST OF VOTING MEMBERS
Sec. 22.159. QUORUM OF MEMBERS
Sec. 22.160. VOTING OF MEMBERS
Sec. 22.161. ELECTION OF DIRECTORS
Sec. 22.162. GREATER VOTING REQUIREMENTS UNDER CERTIFICATE OF FORMATION
Sec. 22.163. RECORD DATE FOR DETERMINATION OF MEMBERS
Sec. 22.164. VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION
SUBCHAPTER E. MANAGEMENT
Sec. 22.201. MANAGEMENT BY BOARD OF DIRECTORS
Sec. 22.202. MANAGEMENT BY MEMBERS
Sec. 22.203. BOARD MEMBER ELIGIBILITY REQUIREMENTS
Sec. 22.204. NUMBER OF DIRECTORS
Sec. 22.205. DESIGNATION OF INITIAL BOARD OF DIRECTORS
Sec. 22.206. ELECTION OR APPOINTMENT OF BOARD OF DIRECTORS
Sec. 22.207. ELECTION AND CONTROL BY CERTAIN ENTITIES
Sec. 22.208. TERM OF OFFICE
Sec. 22.209. CLASSIFICATION OF DIRECTORS
Sec. 22.210. NON-DIRECTOR RIGHTS AND LIMITATIONS
Sec. 22.211. REMOVAL OF DIRECTOR
Sec. 22.2111. RESIGNATION OF DIRECTOR
Sec. 22.212. VACANCY
Sec. 22.213. QUORUM
Sec. 22.214. ACTION BY DIRECTORS
Sec. 22.215. VOTING IN PERSON OR BY PROXY
Sec. 22.216. TERM AND REVOCABILITY OF PROXY
Sec. 22.217. NOTICE OF MEETING; WAIVER OF NOTICE
Sec. 22.218. MANAGEMENT COMMITTEE
Sec. 22.219. OTHER COMMITTEES
Sec. 22.220. ACTION WITHOUT MEETING OF DIRECTORS OR COMMITTEE
Sec. 22.221. GENERAL STANDARDS FOR DIRECTORS
Sec. 22.222. RELIGIOUS CORPORATION DIRECTOR'S GOOD FAITH RELIANCE ON CERTAIN INFORMATION
Sec. 22.223. NOT A TRUSTEE
Sec. 22.224. DELEGATION OF INVESTMENT AUTHORITY
Sec. 22.225. LOAN TO DIRECTOR PROHIBITED
Sec. 22.226. DIRECTOR LIABILITY FOR CERTAIN DISTRIBUTIONS OF ASSETS
Sec. 22.227. DISSENT TO OR ABSTENTION FROM ACTION
Sec. 22.228. RELIANCE ON WRITTEN OPINION OF ATTORNEY
Sec. 22.229. RIGHT TO CONTRIBUTION
Sec. 22.230. CONTRACTS OR TRANSACTIONS INVOLVING INTERESTED DIRECTORS, OFFICERS, AND MEMBERS
Sec. 22.231. OFFICERS
Sec. 22.232. ELECTION OR APPOINTMENT OF OFFICERS
Sec. 22.233. APPLICATION TO CHURCH
Sec. 22.234. RELIGIOUS CORPORATION OFFICER'S GOOD FAITH RELIANCE ON CERTAIN INFORMATION
Sec. 22.235. OFFICER LIABILITY
SUBCHAPTER F. FUNDAMENTAL BUSINESS TRANSACTIONS
Sec. 22.251. APPROVAL OF MERGER
Sec. 22.252. APPROVAL OF SALE OF ALL OR SUBSTANTIALLY ALL OF ASSETS
Sec. 22.253. MEETING OF MEMBERS; NOTICE
Sec. 22.254. PLEDGE, MORTGAGE, DEED OF TRUST, OR TRUST INDENTURE
Sec. 22.255. CONVEYANCE BY CORPORATION
Sec. 22.256. APPROVAL OF CONVERSION
Sec. 22.257. APPROVAL OF EXCHANGE
SUBCHAPTER G. WINDING UP AND TERMINATION
Sec. 22.301. APPROVAL OF VOLUNTARY WINDING UP, REINSTATEMENT, REVOCATION OF VOLUNTARY WINDING UP, OR DISTRIBUTION PLAN
Sec. 22.302. CERTAIN PROCEDURES FOR APPROVAL
Sec. 22.303. MEETING OF MEMBERS; NOTICE
Sec. 22.304. APPLICATION AND DISTRIBUTION OF PROPERTY
Sec. 22.305. DISTRIBUTION PLAN
Sec. 22.307. RESPONSIBILITY FOR WINDING UP
SUBCHAPTER H. RECORDS AND REPORTS
Sec. 22.351. MEMBER'S RIGHT TO INSPECT BOOKS AND RECORDS
Sec. 22.352. FINANCIAL RECORDS AND ANNUAL REPORTS
Sec. 22.353. AVAILABILITY OF FINANCIAL INFORMATION FOR PUBLIC INSPECTION
Sec. 22.354. FAILURE TO MAINTAIN FINANCIAL RECORD OR PREPARE ANNUAL REPORT; OFFENSE
Sec. 22.355. EXEMPTIONS FROM CERTAIN REQUIREMENTS RELATING TO FINANCIAL RECORDS AND ANNUAL REPORTS
Sec. 22.356. CORPORATIONS ASSISTING STATE AGENCIES
Sec. 22.357. REPORT OF DOMESTIC AND FOREIGN CORPORATIONS
Sec. 22.358. NOTICE REGARDING REPORT
Sec. 22.359. FILING OF REPORT
Sec. 22.360. FAILURE TO FILE REPORT
Sec. 22.361. NOTICE OF FORFEITURE
Sec. 22.362. EFFECT OF FORFEITURE
Sec. 22.363. REVIVAL OF RIGHT TO CONDUCT AFFAIRS
Sec. 22.364. FAILURE TO REVIVE; TERMINATION OR REVOCATION
Sec. 22.365. REINSTATEMENT
SUBCHAPTER I. CHURCH BENEFITS BOARDS
Sec. 22.401. DEFINITION
Sec. 22.402. PENSIONS AND BENEFITS
Sec. 22.403. CONTRIBUTIONS
Sec. 22.404. POWER TO ACT AS TRUSTEE
Sec. 22.405. DOCUMENTS AND AGREEMENTS
Sec. 22.406. INDEMNIFICATION
Sec. 22.407. PROTECTION OF BENEFITS
Sec. 22.408. ASSIGNMENT OF BENEFITS
Sec. 22.409. INSURANCE CODE NOT APPLICABLE
SUBCHAPTER J. RATIFICATION OF DEFECTIVE CORPORATE ACTS; PROCEEDINGS
Sec. 22.501. DEFINITIONS
Sec. 22.502. RATIFICATION OF DEFECTIVE CORPORATE ACT
Sec. 22.503. RATIFICATION OF DEFECTIVE CORPORATE ACT; ADOPTION OF RESOLUTIONS
Sec. 22.504. QUORUM AND VOTING REQUIREMENTS FOR ADOPTION OF RESOLUTIONS
Sec. 22.505. APPROVAL OF RATIFIED DEFECTIVE CORPORATE ACT BY MEMBERS WITH VOTING RIGHTS REQUIRED; EXCEPTION
Sec. 22.506. NOTICE REQUIREMENTS FOR RATIFIED DEFECTIVE CORPORATE ACT SUBMITTED FOR APPROVAL OF MEMBERS WITH VOTING RIGHTS
Sec. 22.507. QUORUM AND VOTING FOR APPROVAL OF RATIFIED DEFECTIVE CORPORATE ACT AT MEETING OF MEMBERS WITH VOTING RIGHTS
Sec. 22.508. CERTIFICATE OF VALIDATION
Sec. 22.509. ADOPTION OF RESOLUTIONS; EFFECT ON DEFECTIVE CORPORATE ACT
Sec. 22.510. NOTICE TO MEMBERS FOLLOWING RATIFICATION OF DEFECTIVE CORPORATE ACT
Sec. 22.511. RATIFICATION PROCEDURES OR COURT PROCEEDINGS CONCERNING VALIDATION NOT EXCLUSIVE
Sec. 22.512. PROCEEDING REGARDING VALIDITY OF DEFECTIVE CORPORATE ACTS
Sec. 22.513. EXCLUSIVE JURISDICTION
Sec. 22.514. SERVICE
Sec. 22.515. STATUTE OF LIMITATIONS
Sec. 22.516. NOTICE TO ATTORNEY GENERAL
CHAPTER 23.
SPECIAL-PURPOSE CORPORATIONS
SUBCHAPTER A. GENERAL PROVISIONS
Sec. 23.001. DETERMINATION OF APPLICABLE LAW
Sec. 23.002. APPLICABILITY OF FILING REQUIREMENTS
Sec. 23.003. DOMESTIC CORPORATION ORGANIZED UNDER SPECIAL STATUTE
SUBCHAPTER B. BUSINESS DEVELOPMENT CORPORATIONS
Sec. 23.051. DEFINITIONS
Sec. 23.052. ORGANIZERS
Sec. 23.053. PURPOSES
Sec. 23.054. POWERS
Sec. 23.055. STATEWIDE OPERATION
Sec. 23.056. CERTIFICATE OF FORMATION
Sec. 23.057. MANAGEMENT BY BOARD OF DIRECTORS; NUMBER OF DIRECTORS
Sec. 23.058. ELECTION OR APPOINTMENT OF DIRECTORS
Sec. 23.059. TERM OF OFFICE; VACANCY
Sec. 23.060. OFFICERS
Sec. 23.061. PARTICIPATION AS OWNER
Sec. 23.062. FINANCIAL INSTITUTION AS MEMBER OF CORPORATION
Sec. 23.063. WITHDRAWAL OF MEMBER
Sec. 23.064. POWERS OF SHAREHOLDERS AND MEMBERS
Sec. 23.065. VOTING BY SHAREHOLDER OR MEMBER
Sec. 23.066. LOAN TO CORPORATION
Sec. 23.067. PROHIBITED LOAN
Sec. 23.068. LOAN LIMITS
Sec. 23.069. SURPLUS
Sec. 23.070. DEPOSITORY
Sec. 23.071. ANNUAL REPORT; PROVISION OF REQUIRED INFORMATION
SUBCHAPTER C. GRAND LODGES
Sec. 23.101. FORMATION
Sec. 23.102. APPLICABILITY OF CHAPTER
Sec. 23.103. DURATION
Sec. 23.104. SUBORDINATE LODGES
Sec. 23.105. TRUSTEES AND DIRECTORS
Sec. 23.106. FRANCHISE TAXES
Sec. 23.107. GENERAL POWERS
Sec. 23.108. AUTHORITY REGARDING PROPERTY
Sec. 23.109. AUTHORITY REGARDING LOANS
Sec. 23.110. WINDING UP AND TERMINATION OF SUBORDINATE BODY
TITLE 3. LIMITED LIABILITY COMPANIES
CHAPTER 101.
LIMITED LIABILITY COMPANIES
SUBCHAPTER A. GENERAL PROVISIONS
Sec. 101.001. DEFINITIONS
Sec. 101.002. APPLICABILITY OF OTHER LAWS
SUBCHAPTER B. FORMATION AND GOVERNING DOCUMENTS
Sec. 101.051. CERTAIN PROVISIONS CONTAINED IN CERTIFICATE OF FORMATION
Sec. 101.0515. EXECUTION OF FILINGS
Sec. 101.052. COMPANY AGREEMENT
Sec. 101.053. AMENDMENT OF COMPANY AGREEMENT
Sec. 101.054. WAIVER OR MODIFICATION OF CERTAIN STATUTORY PROVISIONS PROHIBITED; EXCEPTIONS
Sec. 101.055. IRREVOCABLE POWER OF ATTORNEY
Sec. 101.056. RATIFICATION OF VOID OR VOIDABLE ACTS OR TRANSACTIONS
SUBCHAPTER C. MEMBERSHIP
Sec. 101.101. MEMBERS REQUIRED
Sec. 101.102. QUALIFICATION FOR MEMBERSHIP
Sec. 101.103. EFFECTIVE DATE OF MEMBERSHIP
Sec. 101.104. CLASSES OR GROUPS OF MEMBERS OR MEMBERSHIP INTERESTS
Sec. 101.105. ISSUANCE OF MEMBERSHIP INTERESTS AFTER FORMATION OF COMPANY
Sec. 101.1055. SUBSCRIPTIONS
Sec. 101.106. NATURE OF MEMBERSHIP INTEREST
Sec. 101.107. WITHDRAWAL OR EXPULSION OF MEMBER PROHIBITED
Sec. 101.108. ASSIGNMENT OF MEMBERSHIP INTEREST
Sec. 101.109. RIGHTS AND DUTIES OF ASSIGNEE OF MEMBERSHIP INTEREST BEFORE MEMBERSHIP
Sec. 101.110. RIGHTS AND LIABILITIES OF ASSIGNEE OF MEMBERSHIP INTEREST AFTER BECOMING MEMBER
Sec. 101.111. RIGHTS AND DUTIES OF ASSIGNOR OF MEMBERSHIP INTEREST
Sec. 101.1115. EFFECT OF DEATH OR DIVORCE ON MEMBERSHIP INTEREST
Sec. 101.112. MEMBER'S MEMBERSHIP INTEREST SUBJECT TO CHARGING ORDER
Sec. 101.113. PARTIES TO ACTIONS
Sec. 101.114. LIABILITY FOR OBLIGATIONS
SUBCHAPTER D. CONTRIBUTIONS
Sec. 101.151. REQUIREMENTS FOR ENFORCEABLE PROMISE
Sec. 101.152. ENFORCEABLE PROMISE NOT AFFECTED BY CHANGE IN CIRCUMSTANCES
Sec. 101.153. FAILURE TO PERFORM ENFORCEABLE PROMISE; CONSEQUENCES
Sec. 101.154. CONSENT REQUIRED TO RELEASE ENFORCEABLE OBLIGATION
Sec. 101.155. CREDITOR'S RIGHT TO ENFORCE CERTAIN OBLIGATIONS
Sec. 101.156. REQUIREMENTS TO ENFORCE CONDITIONAL OBLIGATION
SUBCHAPTER E. ALLOCATIONS AND DISTRIBUTIONS
Sec. 101.201. ALLOCATION OF PROFITS AND LOSSES
Sec. 101.202. DISTRIBUTION IN KIND
Sec. 101.203. SHARING OF DISTRIBUTIONS
Sec. 101.204. INTERIM DISTRIBUTIONS
Sec. 101.205. DISTRIBUTION ON WITHDRAWAL
Sec. 101.206. PROHIBITED DISTRIBUTION; DUTY TO RETURN
Sec. 101.207. CREDITOR STATUS WITH RESPECT TO DISTRIBUTION
Sec. 101.208. RECORD DATE
SUBCHAPTER F. MANAGEMENT
Sec. 101.251. GOVERNING AUTHORITY
Sec. 101.252. MANAGEMENT BY GOVERNING AUTHORITY
Sec. 101.253. DESIGNATION OF COMMITTEES; DELEGATION OF AUTHORITY
Sec. 101.254. DESIGNATION OF AGENTS; BINDING ACTS
Sec. 101.255. CONTRACTS OR TRANSACTIONS INVOLVING INTERESTED GOVERNING PERSONS OR OFFICERS
Sec. 101.256. PRESUMPTIONS FOR GOVERNING PERSONS OF CERTAIN LIMITED LIABILITY COMPANIES
SUBCHAPTER G. MANAGERS
Sec. 101.301. APPLICABILITY OF SUBCHAPTER
Sec. 101.302. NUMBER AND QUALIFICATIONS
Sec. 101.303. TERM
Sec. 101.304. REMOVAL
Sec. 101.305. MANAGER VACANCY
Sec. 101.306. REMOVAL AND REPLACEMENT OF MANAGER ELECTED BY CLASS OR GROUP
Sec. 101.307. METHODS OF CLASSIFYING MANAGERS
SUBCHAPTER H. MEETINGS AND VOTING
Sec. 101.352. GENERAL NOTICE REQUIREMENTS
Sec. 101.353. QUORUM
Sec. 101.354. EQUAL VOTING RIGHTS
Sec. 101.355. ACT OF GOVERNING AUTHORITY, MEMBERS, OR COMMITTEE
Sec. 101.356. VOTES REQUIRED TO APPROVE CERTAIN ACTIONS
Sec. 101.357. MANNER OF VOTING
Sec. 101.358. ACTION BY LESS THAN UNANIMOUS WRITTEN CONSENT
Sec. 101.359. EFFECTIVE ACTION BY MEMBERS OR MANAGERS WITH OR WITHOUT MEETING
SUBCHAPTER I. MODIFICATION OF DUTIES; INDEMNIFICATION
Sec. 101.401. EXPANSION, RESTRICTION, OR ELIMINATION OF DUTIES AND LIABILITIES
Sec. 101.402. PERMISSIVE INDEMNIFICATION, ADVANCEMENT OF EXPENSES, AND INSURANCE OR OTHER ARRANGEMENTS
SUBCHAPTER J. DERIVATIVE PROCEEDINGS
Sec. 101.451. DEFINITIONS
Sec. 101.452. STANDING TO BRING PROCEEDING
Sec. 101.453. DEMAND
Sec. 101.454. DETERMINATION BY GOVERNING OR INDEPENDENT PERSONS
Sec. 101.455. STAY OF PROCEEDING
Sec. 101.456. DISCOVERY
Sec. 101.457. TOLLING OF STATUTE OF LIMITATIONS
Sec. 101.458. DISMISSAL OF DERIVATIVE PROCEEDING
Sec. 101.459. ALLEGATIONS AFTER DEMAND REJECTED
Sec. 101.460. DISCONTINUANCE OR SETTLEMENT
Sec. 101.461. PAYMENT OF EXPENSES
Sec. 101.462. APPLICATION TO FOREIGN LIMITED LIABILITY COMPANIES
Sec. 101.463. CLOSELY HELD LIMITED LIABILITY COMPANY
SUBCHAPTER K. SUPPLEMENTAL RECORDKEEPING REQUIREMENTS
Sec. 101.501. SUPPLEMENTAL RECORDS REQUIRED FOR LIMITED LIABILITY COMPANIES
Sec. 101.502. RIGHT TO EXAMINE RECORDS
Sec. 101.503. PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN RECORDS
SUBCHAPTER L. SUPPLEMENTAL WINDING UP AND TERMINATION PROVISIONS
Sec. 101.551. PERSONS ELIGIBLE TO WIND UP COMPANY
Sec. 101.552. APPROVAL OF VOLUNTARY WINDING UP, REVOCATION, CANCELLATION, OR REINSTATEMENT
SUBCHAPTER M. SERIES LIMITED LIABILITY COMPANY
Sec. 101.601. SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR ASSETS
Sec. 101.602. ENFORCEABILITY OF OBLIGATIONS AND EXPENSES OF PROTECTED SERIES OR REGISTERED SERIES AGAINST ASSETS
Sec. 101.603. ASSETS OF PROTECTED SERIES OR REGISTERED SERIES
Sec. 101.604. NOTICE OF LIMITATION ON LIABILITIES OF PROTECTED SERIES OR REGISTERED SERIES
Sec. 101.605. GENERAL POWERS OF PROTECTED SERIES OR REGISTERED SERIES
Sec. 101.606. LIABILITY OF MEMBER OR MANAGER FOR OBLIGATIONS; DUTIES
Sec. 101.607. CLASS OR GROUP OF MEMBERS OR MANAGERS
Sec. 101.608. GOVERNING AUTHORITY
Sec. 101.609. APPLICABILITY OF OTHER PROVISIONS OF CHAPTER OR TITLE 1; SYNONYMOUS TERMS
Sec. 101.610. EFFECT OF CERTAIN EVENT ON MANAGER OR MEMBER
Sec. 101.611. MEMBER STATUS WITH RESPECT TO DISTRIBUTION
Sec. 101.612. RECORD DATE FOR ALLOCATIONS AND DISTRIBUTIONS
Sec. 101.613. DISTRIBUTIONS
Sec. 101.614. AUTHORITY TO WIND UP AND TERMINATE PROTECTED SERIES OR REGISTERED SERIES
Sec. 101.615. TERMINATION OF PROTECTED SERIES OR REGISTERED SERIES
Sec. 101.616. EVENT REQUIRING WINDING UP
Sec. 101.617. PROCEDURES FOR WINDING UP AND TERMINATION OF PROTECTED SERIES OR REGISTERED SERIES
Sec. 101.618. REVOCATION OF VOLUNTARY WINDING UP
Sec. 101.619. CANCELLATION OF EVENT REQUIRING WINDING UP
Sec. 101.620. CONTINUATION OF BUSINESS
Sec. 101.621. WINDING UP BY COURT ORDER
Sec. 101.622. PROTECTED SERIES OR REGISTERED SERIES NOT A SEPARATE DOMESTIC ENTITY OR ORGANIZATION
Sec. 101.623. FILING OF CERTIFICATE OF REGISTERED SERIES
Sec. 101.624. AMENDING CERTIFICATE OF REGISTERED SERIES
Sec. 101.625. CERTIFICATE OF TERMINATION FOR REGISTERED SERIES
Sec. 101.626. NAME OF REGISTERED SERIES
Sec. 101.627. CONVERSION OF A REGISTERED SERIES TO A PROTECTED SERIES
Sec. 101.628. AUTHORIZATION OF CONVERSION
Sec. 101.629. CONVERSION NOT WINDING UP EVENT
Sec. 101.630. EFFECT OF CONVERSION
Sec. 101.631. FILING OF CERTIFICATE OF CONVERSION
Sec. 101.632. PROHIBITION ON CONVERSION PERMITTED
Sec. 101.633. MERGER AMONG MERGING SERIES OF SAME LIMITED LIABILITY COMPANY
Sec. 101.634. CERTIFICATE OF MERGER
Sec. 101.635. EFFECTS OF MERGER OF MERGING SERIES
Sec. 101.636. PROHIBITION ON MERGER PERMITTED
TITLE 4. PARTNERSHIPS
CHAPTER 151.
GENERAL PROVISIONS
Sec. 151.001. DEFINITIONS
Sec. 151.002. KNOWLEDGE OF FACT
Sec. 151.003. NOTICE OF FACT
Sec. 151.004. OFFICERS
CHAPTER 152.
GENERAL PARTNERSHIPS
SUBCHAPTER A. GENERAL PROVISIONS
Sec. 152.001. DEFINITIONS
Sec. 152.002. EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE AND VARIABLE PROVISIONS
Sec. 152.003. SUPPLEMENTAL PRINCIPLES OF LAW
Sec. 152.004. RULE OF STATUTORY CONSTRUCTION NOT APPLICABLE
Sec. 152.005. APPLICABLE INTEREST RATE
Sec. 152.006. CERTAIN PROVISIONS APPLICABLE TO PARTNERSHIPS TRADED ON A NATIONAL SECURITIES EXCHANGE
SUBCHAPTER B. NATURE AND CREATION OF PARTNERSHIP
Sec. 152.051. PARTNERSHIP DEFINED
Sec. 152.052. RULES FOR DETERMINING IF PARTNERSHIP IS CREATED
Sec. 152.053. QUALIFICATIONS TO BE PARTNER; NONPARTNER'S LIABILITY TO THIRD PERSON
Sec. 152.054. FALSE REPRESENTATION OF PARTNERSHIP OR PARTNER
Sec. 152.055. AUTHORITY OF CERTAIN PROFESSIONALS TO CREATE PARTNERSHIP
Sec. 152.0551. PARTNERSHIPS FORMED BY PHYSICIANS AND PHYSICIAN ASSISTANTS
Sec. 152.056. PARTNERSHIP AS ENTITY
SUBCHAPTER C. PARTNERSHIP PROPERTY
Sec. 152.101. NATURE OF PARTNERSHIP PROPERTY
Sec. 152.102. CLASSIFICATION AS PARTNERSHIP PROPERTY
SUBCHAPTER D. RELATIONSHIP BETWEEN PARTNERS AND BETWEEN PARTNERS AND PARTNERSHIPS
Sec. 152.201. ADMISSION AS PARTNER
Sec. 152.202. CREDITS OF AND CHARGES TO PARTNER
Sec. 152.203. RIGHTS AND DUTIES OF PARTNER
Sec. 152.204. GENERAL STANDARDS OF PARTNER'S CONDUCT
Sec. 152.205. PARTNER'S DUTY OF LOYALTY
Sec. 152.206. PARTNER'S DUTY OF CARE
Sec. 152.207. STANDARDS OF CONDUCT APPLICABLE TO PERSON WINDING UP PARTNERSHIP BUSINESS
Sec. 152.208. AMENDMENT TO PARTNERSHIP AGREEMENT
Sec. 152.209. DECISION-MAKING REQUIREMENT
Sec. 152.210. PARTNER'S LIABILITY TO PARTNERSHIP AND OTHER PARTNERS
Sec. 152.211. REMEDIES OF PARTNERSHIP AND PARTNERS
Sec. 152.212. BOOKS AND RECORDS OF PARTNERSHIP
Sec. 152.213. INFORMATION REGARDING PARTNERSHIP
Sec. 152.214. CERTAIN THIRD-PARTY OBLIGATIONS NOT AFFECTED
SUBCHAPTER E. RELATIONSHIP BETWEEN PARTNERS AND OTHER PERSONS
Sec. 152.301. PARTNER AS AGENT
Sec. 152.302. BINDING EFFECT OF PARTNER'S ACTION
Sec. 152.303. LIABILITY OF PARTNERSHIP FOR CONDUCT OF PARTNER
Sec. 152.304. NATURE OF PARTNER'S LIABILITY
Sec. 152.305. REMEDY
Sec. 152.306. ENFORCEMENT OF REMEDY
Sec. 152.307. EXTENSION OF CREDIT IN RELIANCE ON FALSE REPRESENTATION
Sec. 152.308. PARTNER'S PARTNERSHIP INTEREST SUBJECT TO CHARGING ORDER
SUBCHAPTER F. TRANSFER OF PARTNERSHIP INTERESTS
Sec. 152.401. TRANSFER OF PARTNERSHIP INTEREST
Sec. 152.402. GENERAL EFFECT OF TRANSFER
Sec. 152.403. EFFECT OF TRANSFER ON TRANSFEROR
Sec. 152.404. RIGHTS AND DUTIES OF TRANSFEREE
Sec. 152.405. POWER TO EFFECT TRANSFER OR GRANT OF SECURITY INTEREST
Sec. 152.406. EFFECT OF DEATH OR DIVORCE ON PARTNERSHIP INTEREST
SUBCHAPTER G. WITHDRAWAL OF PARTNER
Sec. 152.501. EVENTS OF WITHDRAWAL
Sec. 152.502. EFFECT OF EVENT OF WITHDRAWAL ON PARTNERSHIP AND OTHER PARTNERS
Sec. 152.503. WRONGFUL WITHDRAWAL; LIABILITY
Sec. 152.504. WITHDRAWN PARTNER'S POWER TO BIND PARTNERSHIP
Sec. 152.505. EFFECT OF WITHDRAWAL ON PARTNER'S EXISTING LIABILITY
Sec. 152.506. LIABILITY OF WITHDRAWN PARTNER TO THIRD PARTY
SUBCHAPTER H. REDEMPTION OF WITHDRAWING PARTNER'S OR TRANSFEREE'S INTEREST
Sec. 152.601. REDEMPTION IF PARTNERSHIP NOT WOUND UP
Sec. 152.602. REDEMPTION PRICE
Sec. 152.603. CONTRIBUTION OBLIGATION
Sec. 152.604. SETOFF FOR CERTAIN DAMAGES
Sec. 152.605. ACCRUAL OF INTEREST
Sec. 152.606. INDEMNIFICATION OF WITHDRAWN PARTNER
Sec. 152.607. DEMAND OR PAYMENT OF ESTIMATED REDEMPTION
Sec. 152.608. DEFERRED PAYMENT ON WRONGFUL WITHDRAWAL
Sec. 152.609. ACTION TO DETERMINE TERMS OF REDEMPTION
Sec. 152.610. DEFERRED PAYMENT ON WINDING UP PARTNERSHIP
Sec. 152.611. REDEMPTION OF TRANSFEREE'S PARTNERSHIP INTEREST
Sec. 152.612. ACTION TO DETERMINE TRANSFEREE'S REDEMPTION PRICE
SUBCHAPTER I. SUPPLEMENTAL WINDING UP AND TERMINATION PROVISIONS
Sec. 152.701. EFFECT OF EVENT REQUIRING WINDING UP
Sec. 152.702. PERSONS ELIGIBLE TO WIND UP PARTNERSHIP BUSINESS
Sec. 152.703. RIGHTS AND DUTIES OF PERSON WINDING UP PARTNERSHIP BUSINESS
Sec. 152.704. BINDING EFFECT OF PARTNER'S ACTION AFTER EVENT REQUIRING WINDING UP
Sec. 152.705. PARTNER'S LIABILITY TO OTHER PARTNERS AFTER EVENT REQUIRING WINDING UP
Sec. 152.706. DISPOSITION OF ASSETS
Sec. 152.707. SETTLEMENT OF ACCOUNTS
Sec. 152.708. CONTRIBUTIONS TO DISCHARGE OBLIGATIONS
Sec. 152.709. CANCELLATION OR REVOCATION OF EVENT REQUIRING WINDING UP; CONTINUATION OF PARTNERSHIP
Sec. 152.710. REINSTATEMENT
SUBCHAPTER J. LIMITED LIABILITY PARTNERSHIPS
Sec. 152.801. LIABILITY OF PARTNER
Sec. 152.802. REGISTRATION
Sec. 152.803. NAME
Sec. 152.805. LIMITED PARTNERSHIP
Sec. 152.806. ANNUAL REPORT
SUBCHAPTER K. FOREIGN LIMITED LIABILITY PARTNERSHIPS
Sec. 152.901. GENERAL
Sec. 152.902. NAME
Sec. 152.903. ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS
Sec. 152.904. REGISTERED AGENT AND REGISTERED OFFICE
Sec. 152.905. REGISTRATION PROCEDURE
Sec. 152.906. WITHDRAWAL OF REGISTRATION
Sec. 152.907. EFFECT OF CERTIFICATE OF WITHDRAWAL
Sec. 152.908. RENEWAL OF REGISTRATION
Sec. 152.909. ACTION BY SECRETARY OF STATE
Sec. 152.910. EFFECT OF FAILURE TO REGISTER
Sec. 152.911. AMENDMENT
Sec. 152.912. EXECUTION OF APPLICATION FOR AMENDMENT
Sec. 152.913. EXECUTION OF STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT
Sec. 152.914. REVOCATION OF REGISTRATION BY SECRETARY OF STATE
CHAPTER 153.
LIMITED PARTNERSHIPS
SUBCHAPTER A. GENERAL PROVISIONS
Sec. 153.001. DEFINITION
Sec. 153.002. CONSTRUCTION
Sec. 153.003. APPLICABILITY OF OTHER LAWS
Sec. 153.004. NONWAIVABLE TITLE 1 PROVISIONS
Sec. 153.005. WAIVER OR MODIFICATION OF RIGHTS OF THIRD PARTIES
SUBCHAPTER B. SUPPLEMENTAL PROVISIONS REGARDING AMENDMENT TO CERTIFICATE OF FORMATION
Sec. 153.051. REQUIRED AMENDMENT TO CERTIFICATE OF FORMATION
Sec. 153.052. DISCRETIONARY AMENDMENT TO CERTIFICATE OF FORMATION
Sec.
SUBCHAPTER C. LIMITED PARTNERS
Sec. 153.101. ADMISSION OF LIMITED PARTNERS
Sec. 153.102. LIABILITY TO THIRD PARTIES
Sec. 153.103. ACTIONS NOT CONSTITUTING PARTICIPATION IN BUSINESS FOR LIABILITY PURPOSES
Sec. 153.104. ENUMERATION OF ACTIONS NOT EXCLUSIVE
Sec. 153.105. CREATION OF RIGHTS
Sec. 153.106. ERRONEOUS BELIEF OF CONTRIBUTOR BEING LIMITED PARTNER
Sec. 153.107. STATEMENT REQUIRED FOR LIABILITY PROTECTION
Sec. 153.108. REQUIREMENTS FOR LIABILITY PROTECTION FOLLOWING EXPIRATION OF STATEMENT
Sec. 153.109. LIABILITY OF ERRONEOUS CONTRIBUTOR
Sec. 153.110. WITHDRAWAL OF LIMITED PARTNER
Sec. 153.111. DISTRIBUTION ON WITHDRAWAL
Sec. 153.112. RECEIPT OF WRONGFUL DISTRIBUTION
Sec. 153.113. POWERS OF ESTATE OF LIMITED PARTNER WHO IS DECEASED OR INCAPACITATED
SUBCHAPTER D. GENERAL PARTNERS
Sec. 153.151. ADMISSION OF GENERAL PARTNERS
Sec. 153.152. GENERAL POWERS AND LIABILITIES OF GENERAL PARTNER
Sec. 153.153. POWERS AND LIABILITIES OF PERSON WHO IS BOTH GENERAL PARTNER AND LIMITED PARTNER
Sec. 153.154. CONTRIBUTIONS BY AND DISTRIBUTIONS TO GENERAL PARTNER
Sec. 153.155. WITHDRAWAL OF GENERAL PARTNER
Sec. 153.156. NOTICE OF EVENT OF WITHDRAWAL
Sec. 153.157. WITHDRAWAL OF GENERAL PARTNER IN VIOLATION OF PARTNERSHIP AGREEMENT
Sec. 153.158. EFFECT OF WITHDRAWAL
Sec. 153.159. CONVERSION OF PARTNERSHIP INTEREST AFTER WITHDRAWAL
Sec. 153.160. EFFECT OF CONVERSION OF PARTNERSHIP INTEREST
Sec. 153.161. LIABILITY OF GENERAL PARTNER FOR DEBT INCURRED AFTER EVENT OF WITHDRAWAL
Sec. 153.162. LIABILITY FOR WRONGFUL WITHDRAWAL
Sec. 153.163. PRESUMPTIONS FOR GENERAL PARTNERS AND OFFICERS OF CERTAIN LIMITED PARTNERSHIPS
SUBCHAPTER E. FINANCES
Sec. 153.201. FORM OF CONTRIBUTION
Sec. 153.202. ENFORCEABILITY OF PROMISE TO MAKE CONTRIBUTION
Sec. 153.203. RELEASE OF OBLIGATION TO PARTNERSHIP
Sec. 153.204. ENFORCEABILITY OF OBLIGATION
Sec. 153.205. REQUIREMENTS TO ENFORCE CONDITIONAL OBLIGATION
Sec. 153.206. ALLOCATION OF PROFITS AND LOSSES
Sec. 153.207. RIGHT TO DISTRIBUTION
Sec. 153.208. SHARING OF DISTRIBUTIONS
Sec. 153.209. INTERIM DISTRIBUTIONS
Sec. 153.210. LIMITATION ON DISTRIBUTION
SUBCHAPTER F. PARTNERSHIP INTEREST
Sec. 153.251. ASSIGNMENT OF PARTNERSHIP INTEREST
Sec. 153.252. RIGHTS OF ASSIGNOR
Sec. 153.253. RIGHTS OF ASSIGNEE
Sec. 153.254. LIABILITY OF ASSIGNEE
Sec. 153.255. LIABILITY OF ASSIGNOR
Sec. 153.256. PARTNER'S PARTNERSHIP INTEREST SUBJECT TO CHARGING ORDER
Sec. 153.257. EXEMPTION LAWS APPLICABLE TO PARTNERSHIP INTEREST NOT AFFECTED
Sec. 153.258. SUBSCRIPTIONS
SUBCHAPTER G. REPORTS
Sec. 153.301. PERIODIC REPORT
Sec. 153.302. FORM AND CONTENTS OF REPORT
Sec. 153.303. FILING FEE
Sec. 153.304. DELIVERY OF REPORT
Sec. 153.305. ACTION BY SECRETARY OF STATE
Sec. 153.306. EFFECT OF FILING REPORT
Sec. 153.307. EFFECT OF FAILURE TO FILE REPORT
Sec. 153.308. NOTICE OF FORFEITURE OF RIGHT TO TRANSACT BUSINESS
Sec. 153.309. EFFECT OF FORFEITURE OF RIGHT TO TRANSACT BUSINESS
Sec. 153.310. REVIVAL OF RIGHT TO TRANSACT BUSINESS
Sec. 153.311. TERMINATION OF CERTIFICATE OR REVOCATION OF REGISTRATION AFTER FORFEITURE
Sec. 153.312. REINSTATEMENT OF CERTIFICATE OF FORMATION OR REGISTRATION
SUBCHAPTER H. LIMITED PARTNERSHIP AS LIMITED LIABILITY PARTNERSHIP
Sec. 153.351. REQUIREMENTS
Sec. 153.352. APPLICABILITY OF OTHER REQUIREMENTS
Sec. 153.353. LAW APPLICABLE TO PARTNERS
SUBCHAPTER I. DERIVATIVE ACTIONS
Sec. 153.401. DEFINITIONS
Sec. 153.402. STANDING TO BRING PROCEEDING
Sec. 153.403. DEMAND
Sec. 153.404. DETERMINATION BY INDEPENDENT PERSONS
Sec. 153.405. STAY OF PROCEEDING
Sec. 153.406. DISCOVERY
Sec. 153.407. TOLLING OF STATUTE OF LIMITATIONS
Sec. 153.408. DISMISSAL OF DERIVATIVE PROCEEDING
Sec. 153.409. ALLEGATIONS AFTER DEMAND REJECTED
Sec. 153.410. DISCONTINUANCE OR SETTLEMENT
Sec. 153.411. PAYMENT OF EXPENSES
Sec. 153.412. APPLICATION TO FOREIGN LIMITED PARTNERSHIPS
Sec. 153.413. CLOSELY HELD LIMITED PARTNERSHIP
SUBCHAPTER K. SUPPLEMENTAL WINDING UP AND TERMINATION PROVISIONS
Sec. 153.501. CANCELLATION OR REVOCATION OF EVENT REQUIRING WINDING UP; CONTINUATION OF BUSINESS
Sec. 153.502. WINDING UP PROCEDURES
Sec. 153.503. POWERS OF PERSON CONDUCTING WIND UP
Sec. 153.504. DISPOSITION OF ASSETS
Sec. 153.505. APPROVAL OF REINSTATEMENT
SUBCHAPTER L. MISCELLANEOUS PROVISIONS
Sec. 153.551. RECORDS
Sec. 153.552. EXAMINATION OF RECORDS
Sec. 153.5521. PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN RECORDS
Sec. 153.553. EXECUTION OF FILINGS
Sec. 153.554. EXECUTION, AMENDMENT, OR CANCELLATION BY JUDICIAL ORDER
Sec. 153.555. PERMITTED TRANSFER IN CONNECTION WITH RACETRACK LICENSE
CHAPTER 154.
PROVISIONS APPLICABLE TO BOTH GENERAL AND LIMITED PARTNERSHIPS
SUBCHAPTER A. PARTNERSHIP INTERESTS
Sec. 154.001. NATURE OF PARTNER'S PARTNERSHIP INTEREST
Sec. 154.002. TRANSFER OF INTEREST IN PARTNERSHIP PROPERTY PROHIBITED
SUBCHAPTER B. PARTNERSHIP AGREEMENT
Sec. 154.101. CLASS OR GROUP OF PARTNERS
Sec. 154.102. PROVISIONS RELATING TO VOTING
Sec. 154.104. RIGHTS OF THIRD PERSONS UNDER PARTNERSHIP AGREEMENT
Sec. 154.105. PARTNERSHIP BOUND BY PARTNERSHIP AGREEMENT
SUBCHAPTER C. PARTNERSHIP TRANSACTIONS AND RELATIONSHIPS
Sec. 154.201. BUSINESS TRANSACTIONS BETWEEN PARTNER AND PARTNERSHIP
Sec. 154.202. EFFECT OF PARTNER CHANGE ON RELATIONSHIP BETWEEN PARTNERSHIP AND CREDITORS
Sec. 154.203. DISTRIBUTIONS IN KIND
Sec. 154.204. IRREVOCABLE POWER OF ATTORNEY
Sec. 154.205. RATIFICATION OF VOID OR VOIDABLE ACTS OR TRANSACTIONS
TITLE 5. REAL ESTATE INVESTMENT TRUSTS
CHAPTER 200.
REAL ESTATE INVESTMENT TRUSTS
SUBCHAPTER A. GENERAL PROVISIONS
Sec. 200.001. DEFINITION
Sec. 200.002. APPLICABILITY OF CHAPTER
Sec. 200.003. CONFLICT WITH OTHER LAW
Sec. 200.004. ULTRA VIRES ACTS
Sec. 200.005. SUPPLEMENTARY POWERS OF REAL ESTATE INVESTMENT TRUST
Sec. 200.006. REQUIREMENT THAT FILING INSTRUMENT BE SIGNED BY OFFICER
SUBCHAPTER B. FORMATION AND GOVERNING DOCUMENTS
Sec. 200.051. DECLARATION OF TRUST
Sec. 200.052. NO PROPERTY RIGHT IN CERTIFICATE OF FORMATION
Sec. 200.053. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION
Sec. 200.054. ADOPTION OF AMENDMENT BY TRUST MANAGERS
Sec. 200.055. ADOPTION OF AMENDMENT BY SHAREHOLDERS
Sec. 200.056. NOTICE OF AND MEETING TO CONSIDER PROPOSED AMENDMENT
Sec. 200.057. ADOPTION OF RESTATED CERTIFICATE OF FORMATION
Sec. 200.058. BYLAWS
Sec. 200.059. DUAL AUTHORITY
Sec. 200.060. ORGANIZATION MEETING
SUBCHAPTER C. SHARES
Sec. 200.101. NUMBER
Sec. 200.102. CLASSIFICATION OF SHARES
Sec. 200.103. CLASSES OF SHARES ESTABLISHED BY TRUST MANAGERS
Sec. 200.104. ISSUANCE OF SHARES
Sec. 200.105. TYPES OF CONSIDERATION FOR ISSUANCE OF SHARES
Sec. 200.106. DETERMINATION OF CONSIDERATION FOR SHARES
Sec. 200.107. AMOUNT OF CONSIDERATION FOR ISSUANCE OF SHARES WITH PAR VALUE
Sec. 200.108. VALUE OF CONSIDERATION
Sec. 200.109. LIABILITY OF ASSIGNEE OR TRANSFEREE
Sec. 200.110. SUBSCRIPTIONS
Sec. 200.111. PREFORMATION SUBSCRIPTION
Sec. 200.112. COMMITMENT IN CONNECTION WITH PURCHASE OF SHARES
Sec. 200.113. SUPPLEMENTAL REQUIRED RECORDS
SUBCHAPTER D. SHAREHOLDER RIGHTS AND RESTRICTIONS
Sec. 200.151. REGISTERED HOLDERS AS OWNERS
Sec. 200.152. NO STATUTORY PREEMPTIVE RIGHT UNLESS SPECIFICALLY PROVIDED BY CERTIFICATE OF FORMATION
Sec. 200.153. CHARACTERIZATION AND TRANSFER OF SHARES AND OTHER SECURITIES
Sec. 200.154. RESTRICTION ON TRANSFER OF SHARES AND OTHER SECURITIES
Sec. 200.155. VALID RESTRICTION ON TRANSFER
Sec. 200.156. BYLAW OR AGREEMENT RESTRICTING TRANSFER OF SHARES OR OTHER SECURITIES
Sec. 200.157. ENFORCEABILITY OF RESTRICTION ON TRANSFER OF CERTAIN SECURITIES
Sec. 200.158. JOINT OWNERSHIP OF SHARES
Sec. 200.159. LIABILITY FOR DESIGNATING OWNER OF SHARES
Sec. 200.160. LIABILITY REGARDING JOINT OWNERSHIP OF SHARES
Sec. 200.161. LIMITATION OF LIABILITY FOR OBLIGATIONS
Sec. 200.162. PREEMPTION OF LIABILITY
Sec. 200.163. EXCEPTIONS TO LIMITATIONS
Sec. 200.164. PLEDGEES AND TRUST ADMINISTRATORS
SUBCHAPTER E. DISTRIBUTIONS AND SHARE DIVIDENDS
Sec. 200.201. AUTHORITY FOR DISTRIBUTIONS
Sec. 200.202. LIMITATIONS ON DISTRIBUTIONS
Sec. 200.203. PRIORITY OF DISTRIBUTIONS
Sec. 200.204. RESERVES, DESIGNATIONS, AND ALLOCATIONS FROM SURPLUS
Sec. 200.205. AUTHORITY FOR SHARE DIVIDENDS
Sec. 200.206. LIMITATIONS ON SHARE DIVIDENDS
Sec. 200.207. VALUE OF SHARES ISSUED AS SHARE DIVIDENDS
Sec. 200.208. TRANSFER OF SURPLUS FOR SHARE DIVIDENDS
Sec. 200.209. DETERMINATION OF SOLVENCY, NET ASSETS, STATED CAPITAL, AND SURPLUS
Sec. 200.210. DATE OF DETERMINATION OF SURPLUS
Sec. 200.211. SPLIT-UP OR DIVISION OF SHARES
SUBCHAPTER F. SHAREHOLDERS' MEETINGS; VOTING AND QUORUM
Sec. 200.251. ANNUAL MEETING
Sec. 200.252. SPECIAL MEETINGS
Sec. 200.253. NOTICE OF MEETING
Sec. 200.254. CLOSING OF SHARE TRANSFER RECORDS
Sec. 200.255. RECORD DATE FOR WRITTEN CONSENT TO ACTION
Sec. 200.256. RECORD DATE FOR PURPOSE OTHER THAN WRITTEN CONSENT TO ACTION
Sec. 200.257. QUORUM
Sec. 200.258. VOTING IN ELECTION OF TRUST MANAGERS
Sec. 200.259. CUMULATIVE VOTING IN ELECTION OF TRUST MANAGERS
Sec. 200.260. VOTING ON MATTERS OTHER THAN ELECTION OF TRUST MANAGERS
Sec. 200.261. VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION
Sec. 200.262. CHANGES IN VOTE REQUIRED FOR CERTAIN MATTERS
Sec. 200.263. NUMBER OF VOTES PER SHARE
Sec. 200.264. VOTING IN PERSON OR BY PROXY
Sec. 200.265. TERM OF PROXY
Sec. 200.266. REVOCABILITY OF PROXY
Sec. 200.267. ENFORCEABILITY OF PROXY
Sec. 200.268. PROCEDURES IN BYLAWS RELATING TO PROXIES
SUBCHAPTER G. TRUST MANAGERS
Sec. 200.301. MANAGEMENT BY TRUST MANAGERS
Sec. 200.302. DESIGNATION OF TRUST MANAGERS
Sec. 200.303. TRUST MANAGER ELIGIBILITY REQUIREMENTS
Sec. 200.304. NUMBER OF TRUST MANAGERS
Sec. 200.305. COMPENSATION
Sec. 200.306. TERM OF TRUST MANAGER
Sec. 200.307. STAGGERED TERMS OF TRUST MANAGERS
Sec. 200.308. VACANCY
Sec. 200.309. NOTICE OF MEETING
Sec. 200.310. QUORUM
Sec. 200.311. COMMITTEES OF TRUST MANAGERS
Sec. 200.312. LIABILITY OF TRUST MANAGERS
Sec. 200.313. STATUTE OF LIMITATIONS ON CERTAIN ACTION AGAINST TRUST MANAGERS
Sec. 200.314. IMMUNITY FROM LIABILITY FOR PERFORMANCE OF DUTY
Sec. 200.315. RIGHT OF CONTRIBUTION
Sec. 200.316. OFFICERS
Sec. 200.317. CONTRACTS OR TRANSACTIONS INVOLVING INTERESTED TRUST MANAGERS AND OFFICERS
SUBCHAPTER H. INVESTMENTS
Sec. 200.351. INVESTMENTS
SUBCHAPTER I. FUNDAMENTAL BUSINESS TRANSACTIONS
Sec. 200.401. DEFINITIONS
Sec. 200.402. APPROVAL OF MERGER
Sec. 200.403. APPROVAL OF CONVERSION
Sec. 200.404. APPROVAL OF EXCHANGE
Sec. 200.405. APPROVAL OF SALE OF ALL OR SUBSTANTIALLY ALL OF ASSETS
Sec. 200.406. GENERAL PROCEDURE FOR SUBMISSION TO SHAREHOLDERS OF FUNDAMENTAL BUSINESS TRANSACTION
Sec. 200.407. GENERAL VOTE REQUIREMENT FOR APPROVAL OF FUNDAMENTAL BUSINESS TRANSACTION
Sec. 200.408. CLASS VOTING REQUIREMENTS FOR CERTAIN FUNDAMENTAL BUSINESS TRANSACTIONS
Sec. 200.409. NO SHAREHOLDER VOTE REQUIREMENT FOR CERTAIN FUNDAMENTAL BUSINESS TRANSACTIONS
Sec. 200.410. RIGHTS OF DISSENT AND APPRAISAL
SUBCHAPTER J. SUPPLEMENTAL WINDING UP AND TERMINATION PROVISIONS
Sec. 200.451. APPROVAL OF VOLUNTARY WINDING UP
Sec. 200.452. APPROVAL OF REINSTATEMENT, CANCELLATION, OR REVOCATION OF VOLUNTARY WINDING UP
Sec. 200.453. RESPONSIBILITY FOR WINDING UP
SUBCHAPTER K. MISCELLANEOUS PROVISIONS
Sec. 200.501. EXAMINATION OF RECORDS
Sec. 200.502. JOINDER OF SHAREHOLDERS NOT REQUIRED
Sec. 200.503. TAX LAW REQUIREMENTS
TITLE 6. ASSOCIATIONS
CHAPTER 251.
COOPERATIVE ASSOCIATIONS
SUBCHAPTER A. GENERAL PROVISIONS
Sec. 251.001. DEFINITIONS
Sec. 251.002. APPLICABILITY OF NONPROFIT CORPORATION PROVISIONS
Sec. 251.003. EXEMPTION
SUBCHAPTER B. FORMATION AND GOVERNING DOCUMENTS
Sec. 251.051. ORGANIZATION MEETING
Sec. 251.052. AMENDMENT OF CERTIFICATE OF FORMATION
Sec. 251.053. BYLAWS
Sec. 251.054. RESTATED CERTIFICATE OF FORMATION
SUBCHAPTER C. MANAGEMENT
Sec. 251.101. BOARD OF DIRECTORS
Sec. 251.102. OFFICERS
Sec. 251.103. REMOVAL OF DIRECTORS AND OFFICERS
Sec. 251.104. REFERENDUM
SUBCHAPTER D. MEMBERSHIP
Sec. 251.151. ELIGIBILITY AND ADMISSION
Sec. 251.152. EXPULSION
Sec. 251.153. SUBSCRIBERS
Sec. 251.154. LIABILITY
SUBCHAPTER E. SHARES
Sec. 251.201. SHARE AND MEMBERSHIP CERTIFICATES: ISSUANCE AND CONTENTS
Sec. 251.202. TRANSFER OF SHARES AND MEMBERSHIP; WITHDRAWAL
Sec. 251.203. SHARE AND MEMBERSHIP CERTIFICATES; RECALL
Sec. 251.204. CERTIFICATES; ATTACHMENT
SUBCHAPTER F. MEETINGS AND VOTING
Sec. 251.251. MEETINGS
Sec. 251.252. NOTICE OF SPECIAL MEETING
Sec. 251.253. MEETINGS BY UNITS OF MEMBERSHIP
Sec. 251.254. ONE MEMBER--ONE VOTE
Sec. 251.255. NO PROXY
Sec. 251.256. VOTING BY MAIL
Sec. 251.257. VOTING BY MAIL OR BY DELEGATES
SUBCHAPTER G. CAPITAL AND NET SAVINGS
Sec. 251.301. LIMITATIONS ON RETURN ON CAPITAL
Sec. 251.302. ALLOCATION AND DISTRIBUTION OF NET SAVINGS
SUBCHAPTER H. REPORTS AND RECORDS
Sec. 251.351. RECORDKEEPING
Sec. 251.352. REPORTS TO MEMBERS
SUBCHAPTER I. WINDING UP AND TERMINATION
Sec. 251.401. VOLUNTARY WINDING UP AND TERMINATION
Sec. 251.402. EXECUTION OF CERTIFICATE OF TERMINATION
Sec. 251.403. DISTRIBUTION OF ASSETS
Sec. 251.404. INVOLUNTARY TERMINATION
SUBCHAPTER J. MISCELLANEOUS PROVISIONS
Sec. 251.451. EXEMPTION FROM TAXES
Sec. 251.452. USE OF NAME "COOPERATIVE
CHAPTER 252.
UNINCORPORATED NONPROFIT ASSOCIATIONS
Sec. 252.001. DEFINITIONS
Sec. 252.002. SUPPLEMENTARY GENERAL PRINCIPLES OF LAW AND EQUITY
Sec. 252.003. TERRITORIAL APPLICATION
Sec. 252.004. REAL AND PERSONAL PROPERTY; NONPROFIT ASSOCIATION AS BENEFICIARY
Sec. 252.005. STATEMENT OF AUTHORITY AS TO REAL PROPERTY
Sec. 252.006. LIABILITY IN TORT AND CONTRACT
Sec. 252.007. CAPACITY TO ASSERT AND DEFEND; STANDING
Sec. 252.008. EFFECT OF JUDGMENT OR ORDER
Sec. 252.009. DISPOSITION OF PERSONAL PROPERTY OF INACTIVE NONPROFIT ASSOCIATION
Sec. 252.010. BOOKS AND RECORDS
Sec. 252.011. APPOINTMENT OF AGENT TO RECEIVE SERVICE OF PROCESS
Sec. 252.012. CLAIM NOT ABATED BY CHANGE
Sec. 252.013. SUMMONS AND COMPLAINT; SERVICE
Sec. 252.014. UNIFORMITY OF APPLICATION AND CONSTRUCTION
Sec. 252.015. TRANSITION CONCERNING REAL AND PERSONAL PROPERTY
Sec. 252.016. EFFECT ON OTHER LAW
Sec. 252.017. CHAPTER CONTROLLING
Sec. 252.018. MERGERS AND CONVERSIONS
TITLE 7. PROFESSIONAL ENTITIES
CHAPTER 301.
PROVISIONS RELATING TO PROFESSIONAL ENTITIES
Sec. 301.001. APPLICABILITY OF TITLE
Sec. 301.002. CONFLICTS OF LAW
Sec. 301.003. DEFINITIONS
Sec. 301.004. AUTHORIZED PERSON
Sec. 301.005. APPLICATION FOR REGISTRATION OF FOREIGN PROFESSIONAL ENTITY
Sec. 301.006. LICENSE REQUIRED TO PROVIDE PROFESSIONAL SERVICE
Sec. 301.007. CERTAIN REQUIREMENTS TO BE OWNER, GOVERNING PERSON, OR OFFICER
Sec. 301.008. DUTIES AND POWERS OF OWNER OR MANAGERIAL OFFICIAL WHO CEASES TO BE LICENSED; PURCHASE OF OWNERSHIP INTEREST
Sec. 301.009. TRANSFER OF OWNERSHIP INTEREST
Sec. 301.010. LIABILITY
Sec. 301.011. EXEMPTION FROM SECURITIES LAWS
Sec. 301.012. JOINT PRACTICE BY CERTAIN PROFESSIONALS
CHAPTER 302.
PROVISIONS RELATING TO PROFESSIONAL ASSOCIATIONS
Sec. 302.001. APPLICABILITY OF CERTAIN PROVISIONS GOVERNING FOR-PROFIT CORPORATIONS
Sec. 302.002. DURATION OF PROFESSIONAL ASSOCIATION
Sec. 302.003. AMENDMENT OF CERTIFICATE OF FORMATION
Sec. 302.004. ADOPTION OF BYLAWS; DELEGATION OF AUTHORITY
Sec. 302.005. GOVERNING AUTHORITY
Sec. 302.006. MEMBERS' VOTING RIGHTS
Sec. 302.007. ELECTION OF OFFICERS
Sec. 302.008. OFFICER AND GOVERNING PERSON ELIGIBILITY REQUIREMENTS
Sec. 302.009. EMPLOYMENT OF AGENTS AND EMPLOYEES
Sec. 302.010. LIMITATION ON MEMBER'S POWER TO BIND ASSOCIATION
Sec. 302.011. DIVISION OF PROFITS
Sec. 302.013. WINDING UP AND TERMINATION; CERTIFICATE OF TERMINATION
CHAPTER 303.
PROVISIONS RELATING TO PROFESSIONAL CORPORATIONS
Sec. 303.001. APPLICABILITY OF CERTAIN PROVISIONS GOVERNING FOR-PROFIT CORPORATIONS
Sec. 303.002. AUTHORITY AND LIABILITY OF SHAREHOLDER
Sec. 303.003. NOTICE OF RESTRICTION ON TRANSFER OF SHARES
Sec. 303.004. REDEMPTION OF SHARES; PRICE AND TERMS
Sec. 303.005. EXISTENCE OF PROFESSIONAL CORPORATION BEFORE WINDING UP AND TERMINATION
Sec. 303.006. EXECUTION OF CERTIFICATE OF TERMINATION
CHAPTER 304.
PROVISIONS RELATING TO PROFESSIONAL LIMITED LIABILITY COMPANIES
Sec. 304.001. APPLICABILITY OF CERTAIN PROVISIONS GOVERNING LIMITED LIABILITY COMPANIES
TITLE 8. MISCELLANEOUS AND TRANSITION PROVISIONS
CHAPTER 401.
GENERAL PROVISIONS
Sec. 401.001. DEFINITIONS
CHAPTER 402.
MISCELLANEOUS AND TRANSITION PROVISIONS
Sec. 402.001. APPLICABILITY UPON EFFECTIVE DATE
Sec. 402.002. EARLY EFFECTIVENESS OF FEES
Sec. 402.003. EARLY ADOPTION OF CODE BY EXISTING DOMESTIC ENTITY
Sec. 402.004. EARLY ADOPTION OF CODE BY REGISTERED FOREIGN FILING ENTITY
Sec. 402.005. APPLICABILITY TO EXISTING ENTITIES
Sec. 402.0051. EFFECT OF REFERENCES TO PRIOR LAW AND USE OF SYNONYMOUS TERMS
Sec. 402.006. APPLICABILITY TO CERTAIN ACTS, CONTRACTS, AND TRANSACTIONS
Sec. 402.007. INDEMNIFICATION
Sec. 402.008. MEETINGS OF OWNERS AND MEMBERS; CONSENTS; VOTING OF INTERESTS
Sec. 402.009. MEETINGS OF GOVERNING AUTHORITY AND COMMITTEES; CONSENTS
Sec. 402.010. SALE OF ASSETS, MERGERS, REORGANIZATIONS, CONVERSIONS
Sec. 402.011. WINDING UP AND TERMINATION
Sec. 402.012. REGISTRATION OF CERTAIN FOREIGN ENTITIES
Sec. 402.013. REINSTATEMENT OF ENTITIES CANCELED, REVOKED, DISSOLVED, INVOLUNTARILY DISSOLVED, SUSPENDED, OR FORFEITED UNDER PRIOR LAW
Sec. 402.014. MAINTENANCE OF PRIOR ACTION
Sec. 402.015. PERPETUAL DURATION OF OLD CORPORATIONS